As filed with the Securities and Exchange Commission on May 1, 1997
1933 Act Registration No. 333-20919
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
X Post-Effective Amendment No. 1
NORTHSTAR TRUST
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (203) 863-6200
Two Pickwick Plaza
Greenwich, CT 06830
(Address of Principal Executive Offices) (Zip Code)
Mark L. Lipson Jeffrey L. Steele
c/o Northstar Investment Management Corporation Dechert Price & Rhoads
Two Pickwick Plaza 1500 K Street, N.W.
Greenwich, CT 06830 Washington, D.C. 20005
(Name and Address of Agent for Service) (Copies of all Correspondence)
The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24(f) under the Investment Company Act
of 1940. Accordingly, no fee is payable herewith. Registrant filed the notice
required by Rule 24f-2 with respect to its most recent fiscal year on December
23, 1996.
It is proposed that this filing become effective immediately upon filing
pursuant to Rule 485(b).
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NORTHSTAR TRUST
FORM N-14
PART C
OTHER INFORMATION
Item 16. Exhibits
(12) - Opinion and Consent of Dechert Price & Rhoads as to
tax consequences
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it meets all the requirements for effectiveness of this
Post-Effective Amendment No. 1 to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Greenwich and State of
Connecticut on the 1st day of May, 1997.
NORTHSTAR TRUST
(REGISTRANT)
By:
Mark L. Lipson*
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
Chairman/Trustee May 1, 1997
John G. Turner*
President/Trustee May 1, 1997
Mark L. Lipson*
Trustee May 1, 1997
Paul S. Doherty*
Trustee May 1, 1997
David W. Wallace*
Trustee May 1, 1997
Robert B. Goode, Jr.*
Trustee May 1, 1997
Walter H. May*
Trustee May 1, 1997
Alan L. Gosule*
Trustee May 1, 1997
David W.C. Putnam*
Trustee May 1, 1997
John R. Smith*
/s/Agnes Mullady Principal Financial May 1, 1997
Agnes Mullady and Accounting Officer
By: /s/Agnes Mullady
*Agnes Mullady - Attorney-in-Fact. Executed pursuant to powers of attorney
filed with Post-Effective Amendments Nos. 6 and 7 to the Registrant's
Registration Statement (33-67852).
<PAGE>
EXHIBIT INDEX
Exhibit Name Exhibit Number
Opinion and Consent of Dechert Price & Rhoads as to tax consequences 12
<PAGE>
April 21, 1997
Board of Trustees
Brandes Investment Trust
12750 High Bluff Drive
San Diego, California 92130
Board of Trustees
Northstar Trust
Two Pickwick Plaza
Greenwich, Connecticut 06830
Ladies and Gentlemen:
You have requested our opinion concerning certain Federal income tax
consequences of the proposed reorganization between Brandes Investment Trust
("Brandes Trust"), a Delaware business trust, on behalf of its Brandes
International Fund series ("Acquired Fund") and Northstar Trust, a Massachusetts
business trust, on behalf of its Northstar International Value Fund series (the
"Acquiring Fund"), pursuant to an Agreement and Plan of Reorganization dated
February 24, 1997 (the "Agreement").
For purposes of this opinion, we have examined and rely upon (1) the
Agreement, (2) the Proxy Statement issued in connection therewith, (3) the facts
and representations contained in a letter dated April 21, 1997 addressed to us
from Brandes Trust on behalf of the Acquired Fund, (4) the facts and
representations contained in a letter dated April 21, 1997 addressed to us from
Northstar Trust on behalf of the Acquiring Fund, and (5) such other documents
and instruments as we have deemed necessary or appropriate for purposes of
rendering this opinion. We assume that the transaction that is the subject of
this letter will be carried out in accordance with the terms of the Agreement
and as described in the documents we have examined.
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions, and
administrative rulings and pronouncements of the Internal Revenue Service, all
as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Agreement and the
Proxy Statement to which reference is made above and upon the information
provided to us being correct and complete.
Based upon and subject to the foregoing, it is our opinion that, for
Federal income tax purposes:
1. The transfer of the assets of the Acquired Fund to the Acquiring Fund in
exchange solely for Acquiring Fund shares and the assumption by the
Acquiring Fund of all of the Acquired Fund's liabilities followed by the
distribution of the Acquiring Fund shares to the shareholders of the
Acquired Fund in exchange for their Acquired Fund shares will qualify as a
reorganization within the meaning of Section 368(a)(1)(F) of the Code. The
Acquired Fund and the Acquiring Fund will each be "a party to a
reorganization" within the meaning of Section 368(b) of the Code.
2. The Acquired Fund will recognize no gain or loss on the transfer of its
assets to and the assumption of its liabilities by the Acquiring Fund or on
the distribution by the Acquired Fund to its shareholders of the Acquiring
Fund shares received by the Acquired Fund in the Reorganization pursuant to
the Agreement.
3. The Acquiring Fund will recognize no gain or loss upon the acquisition of
the Acquired Fund's assets in exchange for the Acquiring Fund shares and
the assumption by the Acquiring Fund of the Acquired Fund liabilities.
4. The basis to the Acquiring Fund of the assets of the Acquired Fund will be
the same as the basis of those assets in the hands of the Acquired Fund
immediately before the exchange.
5. The Acquiring Fund's holding period with respect to the assets of the
Acquired Fund that the Acquiring Fund acquires in the transaction will
include the respective periods for which those assets were held by the
Acquired Fund (except where investment activities of the Acquiring Fund
have the effect of reducing or eliminating a holding period with respect to
an asset).
6. The shareholders of the Acquired Fund will recognize no gain or loss upon
receiving the Acquiring Fund shares solely in exchange for their Acquired
Fund shares.
7. The basis of the Acquiring Fund shares received by a shareholder of the
Acquired Fund in the transaction will be the same as the basis of the
Acquired Fund shares surrendered by the shareholder in exchange therefor.
8. An Acquired Fund shareholders holding period for the Acquiring Fund shares
received by the shareholder in the transaction will include the holding
period during which the shareholder held the Acquired Fund shares
surrendered in exchange therefor, provided that the shareholder held such
shares as a capital asset on the date of the Reorganization.
9. In accordance with Section 381(a) of the Code, the Acquiring Fund will
succeed to the tax attributes of the Acquired Fund described in Section
381(c) of the Code, subject to all applicable limitations on such
attributes as required by law.
We express no opinion as to the tax consequences of the Reorganization
except as expressly set forth above, or as to any transaction except those
consummated in accordance with the Agreement and the representations made to us.
Very truly yours,
/s/Dechert Price & Rhoads
