SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Northstar Trust
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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NORTHSTAR HIGH TOTAL RETURN FUND
A SERIES OF THE NORTHSTAR TRUST
TWO PICKWICK PLAZA, GREENWICH, CONNECTICUT 06830
JANUARY 3, 1997
Dear Shareholder:
A Special Meeting of the Shareholders of the Northstar High Total Return Fund
(the "Fund") will be held at 10 a.m. EST on February 13, 1997, at the offices of
the Fund. Formal notice of the Meeting appears on the next page, followed by the
proxy statement. We hope that you can attend the meeting in person; however, we
urge you in any event to vote your shares by completing and returning the
enclosed proxy card in the envelope provided at your earliest convenience.
At the Meeting, Shareholders will be asked to consider and vote upon a proposal
to consider and approve a modification of the investment objective of the Fund.
Currently, the Fund seeks high income. If the proposed modification in approved,
the Fund's investment objective will be to seek high income and capital
appreciation. As is discussed in the enclosed proxy statement, the modification
is intended to afford the investment adviser greater flexibility which the
adviser believes will enhance its ability to achieve superior overall investment
results. It is intended that the proposed investment objective, if approved,
will become effective on or about February 28, 1997.
Detailed information about the proposed modification of the investment objective
of the Fund and the reasons for it are contained in the enclosed materials. The
Trustees of the Fund have concluded that the proposed investment objective is in
the best interest of the Fund and its shareholders and recommend that you vote
FOR the Proposal.
PLEASE EXERCISE YOUR RIGHT TO VOTE BY COMPLETING, DATING AND SIGNING THE
ENCLOSED PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE HAS BEEN ENCLOSED
FOR YOUR CONVENIENCE. IT IS IMPORTANT THAT YOU VOTE AND THAT YOUR VOTE BE
RECEIVED BY NO LATER THAN FEBRUARY 10, 1997.
We appreciate your participation and prompt response in this matter, and thank
you for your continued support.
Sincerely,
/s/ Mark L. Lipson
Mark L. Lipson
PRESIDENT
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NORTHSTAR HIGH TOTAL RETURN FUND
A SERIES OF THE NORTHSTAR TRUST
TWO PICKWICK PLAZA, GREENWICH, CONNECTICUT 06830
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 13, 1997
TO THE SHAREHOLDERS OF NORTHSTAR HIGH TOTAL RETURN FUND:
NOTICE IS HEREBY GIVEN that a Special Meeting (the "Meeting") of
Shareholders of Northstar High Total Return Fund (the "Fund"), a series of the
Northstar Trust, a Massachusetts business trust, will be held at the offices of
the Fund on February 13, 1997, at 10:00 a.m., or at such adjourned time as may
be necessary for the holders of a majority of the shares of the Fund to vote,
for the following purposes:
(1) To modify the investment objective of the Fund
(2) To transact such other business as may properly come before the
Special Meeting.
The Trustees of the Trust have fixed the close of business on December 23,
1996 as the record date for determining shareholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.
By Order of the Trustees
/s/ Mark L. Lipson
Mark L. Lipson
PRESIDENT
Greenwich, Connecticut
January 3, 1997
SHAREHOLDERS ARE URGED TO VOTE PROMPTLY ON THIS MATTER. SHAREHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, DATE AND
SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED
FOR THAT PURPOSE. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH
ON THE INSIDE COVER. SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE ACCOUNT WILL
RECEIVE A PROXY PACKAGE FOR EACH ACCOUNT. YOU MUST RETURN SEPARATE PROXY CARDS
FOR EACH SEPARATE ACCOUNT.
THE PROMPT RETURN OF YOUR PROXY WILL AVOID THE EXPENSE OF FURTHER MAILINGS.
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NORTHSTAR HIGH TOTAL RETURN FUND
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 13, 1997
This proxy statement is being furnished in connection with the solicitation
of proxies by Northstar High Total Return Fund (the "Fund") for the Special
Meeting of Shareholders to be held on February 13, 1997, or any adjournment
thereof. At the Special Meeting, Shareholders of the Fund will be asked to
approve a modification of investment objective of the Fund. The terms of the
investment objective and the purposes for the proposed modification are set
forth herein. It is anticipated that the first mailing to shareholders of
proxies and proxy statements will be on or about January 3, 1997.
Adoption of the modification to the Fund's investment objective is subject
to approval of at least a majority of the shareholders of the Fund (as defined
in the Investment Company Act of 1940, as amended (the "1940 Act")). The
Trustees of the Fund have reviewed the proposed modification of investment
objective, and, having found it to be in the best interest of the Fund and its
shareholders, unanimously recommend that shareholders approve the proposed
modification of investment objective.
December 23, 1996 has been chosen as the record date to determine
shareholders entitled to vote at the Meeting. Shareholders are entitled to one
vote for each share held, which may be cast by proxy or by personally appearing
at the Meeting. On December 23, 1996 there were 132,336,596 shares of the Fund
outstanding, of which the Trustees and officers of the Fund as a group
beneficially owned less than 1%. The Fund knows of no person who owns
beneficially 5% or more of the outstanding shares of the Fund.
The enclosed form of proxy, if properly executed and returned, will be
voted in accordance with the instructions specified thereon. If no choice is
specified, the proxy will be vote FOR the proposed modification of investment
objective, and, in the discretion of the proxies named on the proxy card, on any
other matter properly brought before the Meeting. Shares represented in person
or by proxy (including shares which abstain or do not vote with respect to one
or more proposals presented for shareholder approval, including "broker
non-votes") will be counted for purposes of determining the number of shares
that are present and are entitled to vote with respect to any particular
proposal, but will not be counted as a vote in favor of such proposal.
Accordingly, an abstention from voting on a proposal or a broker non-vote will
have the same legal effect as a vote against the proposal. "Broker non-votes"
exist where a proxy received from a broker indicates that the broker does not
have discretionary authority to vote the shares on the matter.
The enclosed proxy is revocable by you at any time prior to the exercise
thereof by submitting a written notice of revocation or a subsequently executed
proxy. Signing and mailing the proxy will not affect your right to give a later
proxy or to attend the Meeting and vote your shares in person.
In the event that a quorum is present at the Meeting by sufficient votes to
approve the proposal are not received, the person named as proxies may propose
one or more adjournments of the
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Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. If a quorum is present, the persons named as
proxies will vote those proxies which they are entitled to vote FOR the proposal
in favor of such an adjournment and will vote those proxies required to be voted
AGAINST the proposal against any such adjournment. A shareholder vote may be
taken on the proposal in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval.
The costs of soliciting proxies in the accompanying form for the Special
Meeting, including the cost of preparing, printing and mailing the accompanying
Notice of Special Meeting, the President's letter and this proxy statement and
the costs of the Special Meeting will be borne by the Fund. Proxy material will
also be distributed through brokers, custodians and nominees to beneficial
owners, and the Fund will reimburse such parties for reasonable charges and
expenses. In addition to the use of the mails, proxies may be solicited by
telephone or telegraph by officers and Trustees of the Fund, or their agents, on
behalf of the Trustees of the Fund, expenses of which shall be charged to the
Fund. The Fund has not retained a proxy solicitor. It may, however, retain
Shareholder Communications Corporation ("SCC"), a proxy soliciting firm, to
assist with proxy soliciting activities to obtain the necessary shareholder
representation. If retained, SCC would charge a fee of approximately $5,000 plus
expenses for a solicitation of this size, and would contact shareholders to ask
if they would be willing to have their votes recorded by telephone. Although
each shareholder will receive a copy of this proxy statement and may vote by
mail using the enclosed proxy card(s), shareholder's vote may be taken by
telephone by SCC, subject to procedures designed to authenticate shareholders'
identities and to confirm voting instructions. COPIES OF THE FUND'S MOST RECENT
ANNUAL REPORT WILL BE FURNISHED TO SHAREHOLDERS WITHOUT CHARGE, UPON REQUEST TO
NORTHSTAR AT (800)595-7827.
PROPOSAL ONE: APPROVAL OF PROPOSED MODIFICATION OF INVESTMENT
OBJECTIVE OF THE NORTHSTAR HIGH TOTAL RETURN FUND
INTRODUCTION. On October 29, 1996, a majority of the independent Trustees
of the Fund (as defined in the 1940 Act), and a majority of the entire Board of
Trustees met in person and unanimously approved, subject to the required
shareholder approval described herein, a modification of investment objective of
the Fund, and recommended approval of the proposed modification of investment
objective of the Fund by shareholders of the Fund.
Currently the Fund's investment objective is to "seek high income." The
Board of Trustees recommends that the objective be modified so that the Fund's
objective would be to "seek high income and capital appreciation." The Fund's
investment adviser, Northstar Investment Management, has recommended the
revision in the investment objective because it believes it can achieve superior
investment returns if the Fund is managed with a view to obtaining high income
and capital appreciation. The investment adviser believes that, from time to
time, capital gain income can be achieved by taking advantage of market
conditions to sell particular securities and realize gains or by acquiring
particular securities, which have capital appreciation potential, such as
certain equity securities sold in conjunction with high yield securities.
Currently, the Fund is managed, consistent with investment policies reflected in
its prospectus, so that it may take advantage of such opportunities, and the
Trustees recommend revising the Fund's investment objectives so that the Fund
may fully give these investment techniques the emphasis that the investment
adviser believes they warrant.
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The Fund will continue to invest at least 65% of its total assets in higher
yielding, lower-rate U.S. dollar denominated debt securities of U.S. and foreign
issuers. These securities generally provide greater income and potential
opportunity for gain than investments in higher rated securities, but also
entail greater risk. The modification in the Fund's investment objective will
not change the nature or type of securities in which the Fund may invest.
Rather, it is intended to afford the investment adviser greater flexibility to
manage the Fund to achieve not only high interest income but also capital
appreciation. While investing for capital appreciation also involves risks that
securities purchased will not increase in value or may lose value or that higher
yielding securities, sold to achieve capital appreciation, can only be replaced
with lower yielding securities, the investment adviser believes that the more
flexible investment objective will enhance the adviser's ability to achieve
superior overall investment results.
The proposed investment objective, if approved by vote of the holders of a
majority of the outstanding shares of the Fund (as defined in the 1940 Act),
will go into effect on the effective date of the next Post-Effective Amendment
to the Trust's Registration Statement under the 1933 Act and the 1940 Act
incorporating the changes. The effective date of such Post-Effective Amendment
is anticipated to be February 28, 1997. In the event that shareholders of the
Fund do not approve the proposed modification of investment objective of the
Fund, the investment objective would remain the same, and the Trustees of the
Fund may consider other possible courses of action to accomplish the purposes
for which the Proposal has been made, subject, as required, to approval by the
shareholders of the Fund.
THE TRUSTEES OF THE FUND BELIEVE THAT THE PROPOSED MODIFICATION OF
INVESTMENT OBJECTIVE OF THE FUND IS IN THE BEST INTEREST OF THE FUND AND ITS
SHAREHOLDERS AND, ACCORDINGLY, HAVE APPROVED A MODIFICATION OF THE INVESTMENT
OBJECTIVE OF THE FUND AND RECOMMEND THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
VOTE REQUIRED FOR APPROVAL. Adoption of the proposed modification of
investment objective set forth herein requires the approval by (a) 67% or more
of the voting securities present at the special meeting of the Fund's
shareholders, if the holders of more than 50% of the Fund's outstanding voting
securities are present or represented by proxy; or (b) more than 50% of the
Fund's outstanding voting securities.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE TO
APPROVE THE MODIFICATION OF INVESTMENT OBJECTIVE OF THE FUND.
MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought before
the meeting. However, if any other matters properly come before the meeting, it
is their intention that proxies which do not contain specific restrictions to
the contrary will be voted on such matters in accordance with the judgment of
the persons named as proxies in the enclosed form of proxy.
OTHER INFORMATION. Northstar Investment Management Corporation serves as
the Fund's investment adviser. Northstar Administrators Corporation is its
administrator, and Northstar Distributors, Inc. is its principal underwriter,
all are located at Two Pickwick Plaza, Greenwich, Connecticut 06830.
SHAREHOLDER PROPOSALS. As a general matter, the Fund does not hold regular
annual or other meetings of shareholders. Any shareholder who wishes to submit
proposals for consideration at a
3
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special meeting of the Fund's shareholders should send such proposal to the
Fund, c/o Northstar Investment Management Corporation at Two Pickwick Plaza,
Greenwich, Connecticut 06830. Proposals must be received within a reasonable
time prior to the date of the meeting. Timely submission of a proposal does not
necessarily mean that such proposal will be included.
By Order of the Trustees
/s/ Mark L. Lipson
Mark L. Lipson
PRESIDENT
Greenwich, Connecticut
January 3, 1997
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED REPLY ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
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APPENDIX
NORTHSTAR HIGH TOTAL RETURN FUND
SPECIAL MEETING OF SHAREHOLDERS -- FEBRUARY 13, 1997
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of NORTHSTAR HIGH TOTAL RETURN FUND (the
"Fund"), a series of the NORTHSTAR TRUST, a Massachusetts business trust, hereby
appoints Mark L. Lipson and Agnes Mullady, and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
Special Meeting of Shareholders of the Fund, which shall be held on February 13,
1997, at 10:00 a.m., Eastern Standard Time, at the offices of the Fund, Two
Pickwick Plaza, Greenwich, Connecticut, and at any and all adjournments thereof,
and thereat to vote all shares of the Fund which the undersigned would be
entitled to vote, with all powers the undersigned would possess if personally
present, in accordance with the following instructions:
PLEASE VOTE, SIGN, DATE AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
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IMPORTANT: Please insert date of
signing.
The undersigned hereby acknowledges
receipt of the accompanying Notice of
Meeting and Proxy Statement, dated
January 3, 1997.
Dated: , 1997
This Proxy shall be signed exactly as
your name(s) appear hereon. If as
attorney, executor, guardian or in
some other capacity or as an officer
of a corporation, please state
capacity or title as such.
Signature of Shareholder(s) (if held
jointly)
If more than one of the proxies, or their substitutes, are present at the
meeting or at any adjournment thereof, they jointly (or, if only one is present
and voting, then that one) shall have authority and may exercise all the powers
granted hereby. This proxy, when properly executed, will be voted in accordance
with the instructions marked hereon by the undersigned. In the absence of
contrary instructions, this proxy will be voted FOR the proposal.
Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
1. PROPOSAL TO APPROVE A MODIFICATION IN THE INVESTMENT OBJECTIVE OF THE FUND
AND, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
