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:
(x) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) 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)
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(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:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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( ) 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:
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4) Date Filed:
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NORTHSTAR HIGH TOTAL RETURN FUND
A Series of the Northstar Trust
TWO PICKWICK PLAZA, GREENWICH, CONNECTICUT 06830
DECEMBER 12, 1996
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 January 26, 1996, 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
29, 1996.
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 JANUARY 23, 1997.
We appreciate your participation and prompt response in this matter,
and thank you for your continued support.
Sincerely,
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 January 26, 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 January 26, 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 2,
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
Mark L. Lipson
President
Greenwich, Connecticut
December 12, 1996
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 January 26, 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 January 26, 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
December 12, 1996.
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 2, 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 2, 1996 there were 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 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.
<PAGE>
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.
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 29, 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 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
Mark L. Lipson
President
Greenwich, Connecticut
December 12, 1996
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.
NORTHSTAR HIGH TOTAL RETURN FUND
SPECIAL MEETING OF SHAREHOLDERS--JANUARY 26, 1996
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 January 26, 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.
IMPORTANT: Please insert date of signing.
The undersigned hereby acknowledges
receipt of the accompanying Notice of
Meeting and Proxy Statement, dated
December 12, 1996.
Dated: _____________________, 1996
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 FOR ___ AGAINST ___ ABSTAIN ___
investment objective of the Fund
and, in their discretion, upon such other business as may properly come
before the meeting or any adjournments thereof.
