NORTHSTAR ADVANTAGE TRUST, 485APOS, 1998-10-23

NORTHSTAR ADVANTAGE TRUST
485APOS, 1998-10-23

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As filed with the Securities and Exchange Commission on October 23, 1998

Registration Nos. 33-67852; 811-7978

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form N1-A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ____
Post-Effective Amendment No. 36

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 38

NORTHSTAR TRUST
---------------------------------------------------------------
(Exact name of Registrant as specified in charter)

300 First Stamford Place, Stamford, CT 06902
-----------------------------------------------------
(Address of Principal Executive Offices)

(203)602-7881
--------------------------------------
(Registrant's telephone number)

Mark L. Lipson
c/o Northstar Investment Management Corporation
300 First Stamford Place, Stamford, CT 06902
-----------------------------------------------------
(Name and address for agent for service)

Copies of all correspondence to:
Jeff Steele, Esq.

Dechert, Price & Rhoads
1775 Eye Street, N.W.
Washington, D.C. 20006-2401

<PAGE>

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
- - -

on [date], 1998 pursuant to paragraph (b)
- - -

60 days after filing pursuant to paragraph (a)(1)
- - -

on [date] pursuant to paragraph (a)(1)
- - -

75 days after filing pursuant to paragraph (a)(2)
- - -
7
X on December 31, 1998 pursuant to paragraph (a)(2) of Rule 485
- - -

If appropriate, check the following box:

this post-effective amendment designates a new effective
- - - date for a previously filed post-effective amendment.

- -------------------------------------------------------------

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 404(a)
UNDER THE SECURITIES ACT OF 1933

The enclosed combined prospectus, Statement of Additional Information and
Part C relate only to the Northstar ____________ Fund which is a separate series
of the Northstar Trust (the "Trust") and do not amend in any respect the Trust's
other investment series. Information relating to the Trust's other investment
series is contained in previously filed Post-Effective Amendments.

PART A

<TABLE>
<CAPTION>
FORM N-1A PART A ITEM PROSPECTUS CAPTION

<S> <C>

1. Cover Page Cover Page

2. Synopsis What you pay to invest

3. Condensed Financial Information Cover Page; Objective; Investment
Strategy; Holdings; Risks; The Risks
of Investing in Mutual Funds; Investment
Practices; The Business of Mutual Funds;
Where to go for more Information

4. General Description of Registrant Cover Page; Objective; Investment
Strategy; Holdings; Risks; The Risks
of Investing in Mutual Funds; Investment
Practices; The Business of Mutual Funds;
Where to go for more Information

5. Management of the Fund Meet the Portfolio Managers; The Business
of Mutual Funds

6. Capital Stock and Other Securities Buying, Selling and Exchanging;
Choosing a Share Class; Opening a
NorthStar Account; Mutual Fund Earnings
and your Taxes; Where to go for more
Information

7. Purchases of Securities Being Offered Buying, Selling and Exchanging;
Choosing a Share Class; Opening a
NorthStar Account; How Dealers
are Compensated

8. Redemption or Repurchase Buying, Selling and Exchanging

9. Legal Proceedings Not Applicable

</TABLE>

<PAGE>

CROSS REFERENCE SHEET
PART B

<TABLE>
<CAPTION>
FORM N-1A PART B ITEM STATEMENT OF ADDITIONAL INFORMATION
CAPTION

<S> <C>
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information & History Cover Page; Other Information

13. Investment Objectives and Policies Cover Page; Investment Restrictions;
Investment Techniques

14. Management of the Fund Trustees and Officers

15. Control Persons and Principal N/A
Holders of Securities

16. Investment Advisory and Other Services of Northstar; the Subadvisers
Services and the Administrator

17. Brokerage Allocation and Other Portfolio Transactions and Brokerage
Practices Allocation

18. Capital Stock and Other Purchases and Redemptions
Securities

19. Purchases, Redemptions and Net Asset Value; Purchases and
Redemptions

20. Tax Status Dividends, Distribution and Taxes

21. Underwriter Underwriter and Distribution Services

22. Calculation of Performance Data Performance Information

23. Financial Statements Financial Statements

</TABLE>

PART C

The information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C in the Registration Statement.

<PAGE>

NORTHSTAR

FUND
PROSPECTUS
December 31, 1998

(graphic)

This prospectus contains important information about investing in the Northstar
Fund. Please read the prospectus carefully before you invest and keep it
for future reference. Your investment: is not a bank deposit, is not insured or
guaranteed by the FDIC, the Federal Reserve Board or any other government
agency, is affected by market fluctuations -- there is no guarantee that the
fund will achieve its objective. Like all mutual funds, these securities have
not been approved or disapproved by the Securities and Exchange Commission or
any state securities commission nor has the Securities and Exchange Commission
or any state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>

WHAT'S
INSIDE

- --------------------------------------------------------------------------------

(graphic) OBJECTIVE

(graphic) INVESTMENT
STRATEGY

(graphic) HOLDINGS

(graphic) RISKS

(graphic) WHAT
YOU PAY
TO INVEST

These pages contain a description
of the fund, including its objective, investment strategy, types of
holdings, risks and portfolio managers.

You'll also find:

WHAT YOU PAY TO INVEST. A list of the fees and expenses you pay --
both directly and indirectly --
when you invest in the fund.

<TABLE>
<S> <C>
NORTHSTAR FUND 1
MEET THE PORTFOLIO MANAGERS 2
YOUR GUIDE TO BUYING, SELLING AND
EXCHANGING SHARES OF NORTHSTAR FUNDS 4
MUTUAL FUND EARNINGS AND YOUR TAXES 11
THE BUSINESS OF MUTUAL FUNDS 13
THE RISKS OF INVESTING IN MUTUAL FUNDS 15
WHERE TO GO FOR MORE INFORMATION
</TABLE>

<PAGE>

NORTHSTAR

FUND
Registrant
Northstar Trust

Portfolio managers
Timothy Devlin,
James Wiess
- --------------------------------------------------------------------------------

OBJECTIVE (graphic)

This fund's
objective is high
total return by investing in a diversified portfolio of equity securities.

INVESTMENT (graphic)
STRATEGY

The fund invests primarily in large and mid-sized companies that the portfolio
managers feel have above average prospects for growth. The portfolio managers
select companies based on extensive research regarding projected company
earnings and dividend and stock valuation. Using this research, the portfolio
managers then rank the selected companies within their respective industry group
according to their relative value with an emphasis on companies that the
portfolio managers determine to be priced below their long-term value. After
identifying the companies that the portfolio managers believe to be the most
attractive per industry, the fund's assets are invested so that the fund's
industry sector allocations and market cap weightings closely parallel those of
the S&P 500 Index. By owning a large number of stocks within the S&P 500, with
an emphasis on those that appear undervalued or fairly valued, and by tracking
the industry weightings of that index, the fund seeks returns that modestly
exceed those of the S&P 500 over the long term with virtually the same level of
volatility.

HOLDINGS (graphic)

Under normal market conditions, the fund invests at least 65% of its total
assets in common stocks and other equity securities. It may also invest in
other, higher-risk securities and engage in other investment practices. These
are described in the section beginning on page 15.

RISKS (graphic)

Because it
invests in equities, the fund is
affected by changes in the stock market which could affect your investment in
the fund. This fund is also subject to the risks associated with investing in
mid-sized companies. Securities of mid-sized companies may be subject to more
abrupt or erratic market movements because they are traded in lower volume and
are subject to greater changes in earnings and growth prospects. Please refer
to the section beginning on page 15, THE RISKS OF INVESTING IN MUTUAL FUNDS.

- --------------------------------------------------------------------------------
WHAT YOU PAY (graphic)
TO INVEST
There are two types of fees and expenses when you invest in mutual funds: fees,
including sales charges, you pay directly when you buy or sell shares, and
operating expenses paid each year by the fund.

<TABLE>
<CAPTION>
Fees you pay directly
Class A Class B Class C
---------- -------------- --------------
<S> <C> <C> <C> <C>
Maximum sales charge on your initial
investment (as a % of offering price) % 4.75 none none
Maximum deferred sales charge % none(1) 5.00(2) 1.00(2)
</TABLE>

Operating expenses paid each year by the Fund
(as a % of average net assets)

<TABLE>
<CAPTION>
Class A Class B Class C
--------- --------- --------
<S> <C> <C> <C> <C>
Management fee % 0.70 0.70 0.70
12b-1 fee(3) % 0.30 1.00 1.00
Other expenses % 0.20 0.20 0.20
TOTAL FUND OPERATING EXPENSES % 1.20 1.90 1.90
</TABLE>

Example
Here's an example of what you would pay in expenses if you
invested $1,000, reinvested all your dividends, the fund
earned an average annual return of 5%, and annual operating
expenses remained at the estimated level. Keep in mind that
this is only an example -- actual expenses and performance
may vary.

<TABLE>
<CAPTION>
Year 1 Year 3
-------- -------
<S> <C> <C>
Class A
with redemption $59 84
..................................
Class B
with redemption $19 71
without redemption $60 93
..................................
Class C
with redemption $19 30
without redemption $60 60
..................................
</TABLE>

------------------

(1) Except for
purchases of
$1 million or
more, when you
sell any of
the shares
within 18
months of when
you bought
them. Please
see page 6 for
details.
(2) This charge
decreases over
time. Please
see page 6 for
details.
------------------

(3) Because of the
12b-1 fee,
long-term
shareholders
may pay more
than the
maximum
permitted
front-end sales
charge.

(graphic) If you have any questions, please call 1-800-595-7827.

1
<PAGE>

MEET THE
PORTFOLIO
MANAGERS
- --------------------------------------------------------------------------------

Timothy Devlin
Timothy Devlin has co-managed the Northstar Fund since inception. At J.P.
Morgan Investment Management, he serves as a Portfolio Manager and member of
the Structured Equity Group.

Mr. Devlin has over 12 years of investment management experience. Before
joining J.P. Morgan Investment Management in 1996, Mr. Devlin was a Portfolio
Manager for nine years at Mitchell Hutchins Asset Management, Inc. where he
managed quantitatively-driven portfolios for institutional and retail
investors. Mr. Devlin earned his BA in Economics from Union College.

James Wiess
James Wiess has co-managed the Northstar Fund since inception. At J.P.
Morgan Investment Management, he serves as a Portfolio Manager and member of
the Structured Equity Group with the responsibility of portfolio rebalancing
and research and development of structured equities startegies.

Mr. Wiess has over 16 years of investment management experience. Before joining
J.P. Morgan Investment Management in 1992, Mr. Wiess was a stock index
arbitrager for seven years at Oppenheimer & Co. and a consultant for Data
Resources. Mr. Wiess earned his BS from the Wharton School at the University of
Pennsylvania. He is a Chartered Financial Analyst.
- --------------------------------------------------------------------------------

SUB-ADVISER J.P. MORGAN INVESTMENT MANAGEMENT
A registered investment adviser, J.P. Morgan Investment
Management serves as sub-adviser to the Northstar Fund.
The company was formed in 1984. The firm evolved from the
Trust and Investment Division of Morgan Guaranty Trust
Company which acquired its first tax-exempt client in 1913
and its first pension account in 1940.

J.P. Morgan Investment Management currently manages over
$278 billion for high net worth individuals, institutions
and pension funds. The company is a wholly-owned subsidiary
of J.P. Morgan & Co. Incorporated.

J.P. Morgan Investment Management receives a monthly fee
for its services based on the average daily net assets of
the fund. The fee for the fund is paid by Northstar, and
not by the fund, at a rate of 0.20%.

2
<PAGE>

MEET THE
PORTFOLIO
MANAGERS
- --------------------------------------------------------------------------------

PERFORMANCE
PROFILE:

J.P. Morgan Investment Management
These figures demonstrate the historical track record of J.P. Morgan Investment
Management. The figures have been provided by J.P. Morgan Investment Management
and have not been verified or audited by Northstar. They do not indicate how
the Northstar Fund or J.P. Morgan Investment Management will perform in the
future.

(a) Results are gross of fees and include reinvestment of earnings.

J.P. Morgan has prepared the performance data in compliance with the
Performance Presentation Standards of the Association for Investment Management
and Research (AIMR-PPS). This total return method differs from the SEC method
of calculating total return. AIMR did not prepare or review this data. The Fund
agrees to conform the performance presentation to any changes in the SEC staff
position relating to prior performance presentations.

The charts presented below show J.P. Morgan Investment Management's past
performance in managing accounts with investment objectives, policies,
techniques and restrictions substantially similar but not necessarily identical
to those of the Northstar Fund.

The charts show average annual returns and the cumulative total return since
December 1988 for a composite of the actual performance of all Research
Enhanced Index accounts managed by J.P. Morgan from December 1988 until the
present.

The accounts were not subject to the same types of expenses as the fund or the
requirements of the Investment Company Act of 1940 or the Internal Revenue
Code, the limitations of which might have adversely affected performance
results. Included for comparison purposes are performance figures of the S&P
500 Index. The results presented below may not equate with the return
experienced by any particular account as a result of timing of investments and
the effect of taxes on any client.

<TABLE>
<CAPTION>
J.P. Morgan
Investment
Management S&P 500
Composite (%)(a) Index (%)
<S> <C> <C>
1989 30.68 31.59
1990 -2.08 -3.12
1991 30.21 30.33
1992 10.32 7.61
1993 10.82 10.03
1994 2.63 1.36
1995 38.85 37.44
1996 24.14 22.90
1997 34.43 33.32
One year ended
September 30, 1998 10.97 8.09
Three years, ended
September 30, 1998 24.48 22.56
Five years, ended
September 30, 1998 21.57 19.75
Cumulative total return
since December 31, 1988 423.92 375.97
</TABLE>

1989 through 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J.P. Morgan Investment
Management Composite [PLOT POINTS TO BE SUPPLIED]

S&P 500 Index

</TABLE>

(graphic) If you have any questions, please call 1-800-595-7827.

3
<PAGE>

YOUR GUIDE TO BUYING,
SELLING AND EXCHANGING SHARES
OF NORTHSTAR FUNDS
- --------------------------------------------------------------------------------

THERE ARE THREE STEPS TO TAKE WHEN
YOU WANT TO BUY, SELL OR EXCHANGE SHARES OF OUR FUNDS:
o first, choose a share class
o second, open a Northstar account and make your first investment
o third, choose one of several ways to buy, sell or exchange shares.
- --------------------------------------------------------------------------------

CHOOSING A
SHARE CLASS

The chart below summarizes the differences between the share classes -- your
choice of share class will depend on how much you are investing and for how
long. Large investments qualify for a reduced Class A sales charge and avoid
the higher distribution fees of classes B and C. Investments in Class B and
Class C shares don't have a front-end sales charge but there is a restriction
on the amount you can invest at one time. Your financial consultant can help
you, or feel free to call us for more information.

In addition to Class A, Class B and Class C, the fund offers Class I shares.
Class I shares are only available to certain defined benefit plans, insurance
companies and foundations investing for their own account. Class I shares may
have different sales charges and other expenses, which may affect performance.
You can obtain additional information concerning Class I shares by calling us
at 1-800-595-7827.

We've listed actual expenses charged to the fund beginning on page 2.

<TABLE>
<S> <C> <C>
Maximum CLASS A no limit
amount you
can buy
CLASS B $ 500,000
CLASS C $ 750,000

Front-end CLASS A yes, varies by size of investment
sales charge
CLASS B none
CLASS C none

Deferred CLASS A only on investments of $1 million or more if you sell within 18 months
sales charge
CLASS B yes, if you sell within 5 years
CLASS C yes, if you sell within 1 year

Service fee CLASS A 0.25% per year
CLASS B 0.25% per year
CLASS C 0.25% per year

Distribution CLASS A 0.05% per year
fee
CLASS B 0.75% per year
CLASS C 0.75% per year
Conversion CLASS B Class B shares convert to Class A shares after 8 years
</TABLE>

4
<PAGE>

YOUR GUIDE TO BUYING,
SELLING AND EXCHANGING SHARES
OF NORTHSTAR FUNDS
- --------------------------------------------------------------------------------

FRONT-END SALES CHARGES
(Class A shares only)

<TABLE>
<S> <C> <C> <C>
Amount retained by
Your investment Front-end sales charge dealers
- ----------------------- ------------------------------------------------------ --------------------
as a percentage as a percentage as a percentage
of your net investment of offering price of offering price
---------------------- ----------------- -----------------
up to $99,999 4.99 4.75 4.00
$100,000 to $249,000 3.90 3.75 3.10
$250,000 to $499,000 2.83 2.75 2.30
$500,000 to $999,000 2.04 2.00 1.70
$1,000,000 and over -- -- --
</TABLE>

WAYS TO REDUCE OR ELIMINATE SALES CHARGES
THERE ARE THREE WAYS YOU CAN REDUCE YOUR FRONT-END SALES CHARGES.

1. TAKE ADVANTAGE OF PURCHASES YOU'VE ALREADY MADE Rights of accumulation let
you combine the value of all the Class A shares you already own with your
current investment to calculate your sales charge.

2. TAKE ADVANTAGE OF PURCHASES YOU INTEND TO MAKE By signing a non-binding
letter of intent, you can combine investments you plan to make over a 13
month period to calculate the sales charge you'll pay on each investment.

3. BUY AS PART OF A GROUP OF INVESTORS
You can combine your investments with others in a recognized group when
calculating your sales charge. The following is a general list of the
groups Northstar recognizes for this benefit:
o you, your spouse and your children under the age of 21
o a trustee or fiduciary for a single trust, estate or fiduciary account
(including qualifying pension, profit sharing and other employee
benefit trusts)
o any other organized group that has been in existence for at least six
months, and wasn't formed solely for the purpose of investing at a
discount.

YOU MAY NOT HAVE TO PAY FRONT-END SALES CHARGES OR A CDSC IF YOU ARE:
o an active or retired trustee, director, officer, partner or employee
(including immediate family) of
-- Northstar or of any of its affiliated companies
-- any Northstar affiliated investment company -- a dealer that has a
sales agreement with the distributor
-- a trustee or custodian of any qualified retirement plan or IRA
established for the benefit of anyone in the point above
o a dealer, broker or registered investment adviser who has entered into an
agreement with the distributor providing for the use of shares of the
fund in particular investment products such as "wrap accounts" or other
similar managed accounts for the benefit of your clients

o asset allocation and other fee-based programs for the benefit of clients
o a service provider for Northstar, any Northstar affiliated company, or any
Northstar affiliated investment company
o a Brandes employee, officer or partner
o an owner, participant or beneficiary of life insurance and/or annuity
contracts with ReliaStar Life Insurance Company (ReliaStar) or any
ReliaStar affiliated life insurance company to the extent they invest
payments made to them under the contracts in one or more Northstar
Funds within sixty days of payment under the contracts.

You won't pay a sales charge when you buy Class A shares of a Northstar fund
through a dealer by transferring the proceeds of the sale of another open-end
fund, so long as:
o you have held the shares in the fund you're selling for at least six
months, and you paid a sales charge when you bought them
o you send the proceeds of the sale directly to Northstar or our agent or
hold them in cash or a money market fund
o you buy the shares of the fund within 60 days of the sale, and
o the fund has the same or a similar investment objective.

Pension, profit sharing and other benefit plans created pursuant to a plan
qualified under Section 401 of the Code or plans under Section 456 of the Code
don't pay a front-end sales charge or a CDSC, as long as the shares are
purchased by an employer sponsored plan with at least 50 eligible employees.

Investment Advisors or Financial Planners who place trades for their own
accounts or the accounts of their clients and who charge a management,
consulting or other fee for their services; and clients of such investment
advisors or financial planners who place trades for their own accounts don't
pay a front-end sales charge or a CDSC if the accounts are linked to the master
account of such investment advisor or financial planner on the books and
records of the broker or agent.

If you think you might be eligible to reduce your sales charges using any of
these methods, please call us or consult the Statement of Additional
Information (SAI).

(graphic) If you have any questions, please call 1-800-595-7827.

5
<PAGE>

YOUR GUIDE TO BUYING,
SELLING AND EXCHANGING SHARES
OF NORTHSTAR FUNDS
- --------------------------------------------------------------------------------

DEFERRED SALES
CHARGES
(Classes A, B & C)

We deduct a contingent deferred sales charge (CDSC) from the proceeds when you
sell shares as indicated below. A CDSC is charged on the current market value
of the shares, or on the price you paid for them, whichever is less. You aren't
charged a CDSC on shares you acquired by reinvesting your dividends, or on
amounts representing appreciation.

When you ask us to sell shares, we will sell those that are exempt from the
CDSC first, and then sell the shares you have held the longest. This helps keep
your CDSC as low as possible.

CLASS A SHARES

There is generally no CDSC on Class A shares, except for purchases of $1
million or more, when you sell them within 18 months of when you bought them.

<TABLE>
<CAPTION>
Your Investment CDSC on shares being sold
<S> <C>
First $1,000,000 to $2,499,999 1.00%
$2,500,000 to $4,999,999 0.50%
$5,000,000 and over 0.25%
</TABLE>

CLASS B & C SHARES

<TABLE>
<CAPTION>
Years after you
bought the shares Class B Class C
<S> <C> <C>
1st year 5.00% 1.00%
2nd year 4.00% --
3rd year 3.00% --
4th year 2.00% --
5th year 2.00% --
after 5 years -- --
</TABLE>

WHEN THE CDSC MIGHT BE WAIVED

We may waive the CDSC for Class B and Class C shares if:

o the shareholder dies or becomes disabled

o you're selling your shares through our systematic withdrawal program

o you're selling shares of a retirement plan and you are over 70 1/2 years old

o you're exchanging Class B or C shares for the same class of shares of another
Northstar fund

o you fall into any of the waiver categories listed on page 5.

If you think you might be eligible for a CDSC waiver, please call us or consult
the SAI.

6
<PAGE>

YOUR GUIDE TO BUYING,
SELLING AND EXCHANGING SHARES
OF NORTHSTAR FUNDS
- --------------------------------------------------------------------------------

OPENING A
NORTHSTAR
ACCOUNT

Once you've chosen the share class you prefer, you're ready to open an account.

First, determine how much money you want to invest. The minimum initial
investment for Northstar funds is:
o $2,500 for non-retirement accounts (we reserve the right to accept smaller
amounts)
o $250 for retirement accounts
o $25 if you are investing using our automatic investment plan (see page 9).
Next, open an account in one of two ways:
o give a check to your financial consultant, who will open an account for you,
or
o complete the application enclosed with this prospectus and mail it to us,
along with your check made payable to Northstar Funds.

TAX-SHELTERED RETIREMENTS PLANS

Call or write to us about opening your Northstar account as any one of the
following retirement plans:
o Roth IRAs,
o IRAs,
o SEP-IRAs,
o Simple IRAs.

- --------------------------------------------------------------------------------
BUYING, SELLING
AND EXCHANGING

Once you've opened an account and made your first investment, you can choose
one of three ways to buy, sell or exchange shares of Northstar funds:
o through your financial consultant
o directly, by mail or over the telephone
o using one of our automatic plans.
We'll send you a confirmation statement every time you make a transaction that
affects your account balance, except when we pay distributions.

Some broker-dealers or agents might charge you a fee if you buy or sell shares
through them.

Instructions for each option appear in the chart on page 9, but here are a few
things you should know before you begin.

- --------------------------------------------------------------------------------
HOW SHARES ARE
PRICED

The price you pay or receive when you buy, sell or exchange shares is
determined by the fund's net asset value (NAV) per share and share class. NAV
is calculated each business day at the close of regular trading on the New York
Stock Exchange (usually 4:00 Eastern Time) by dividing the net assets of each
fund class by the number of shares outstanding. To calculate NAV, we determine
the fair market value of the fund's portfolio securities using the method
described in the SAI.

When you're buying shares, you'll pay the NAV that is next calculated after we
receive your order in proper form, plus any sales charges that apply. When
you're selling shares, you'll receive the NAV that is next calculated after we
receive your order in proper form, less any deferred sales charges that apply.

- --------------------------------------------------------------------------------
SOME RULES FOR
BUYING

o The minimum amount of each investment after your first one is:
- $100 for non-retirement accounts
- $25 for retirement accounts
- $25 if you are investing using our automatic investment plan (see page
9).

o We record most shares on our books electronically. We will issue a
certificate if you ask us to in writing, however most of our shareholders
prefer not to have their shares in certificate form because certificated
shares can't be sold or exchanged by telephone or using the systematic
withdrawal program.

o We have the right to refuse a request to buy shares.

(graphic) If you have any questions, please call 1-800-595-7827.

7
<PAGE>

YOUR GUIDE TO BUYING,
SELLING AND EXCHANGING SHARES
OF NORTHSTAR FUNDS
- --------------------------------------------------------------------------------

SOME RULES FOR
SELLING

o Selling your shares may result in a deferred sales charge. Please refer to
the table on page 6.

o We'll pay you within three days from the time we receive your request to
sell, unless you're selling shares you recently paid for by check. In that
case, we'll pay you when your check has cleared, which may take up to 15
days.

o If you are a corporation, partnership, executor, administrator, trustee,
custodian, guardian or you are selling shares of a retirement plan, you'll
need to complete special documentation and give us your request in
writing. Please call us for information.

o You can reinvest part or all of the proceeds of any shares you sell without
paying a sales charge. You must let us know in writing 30 days from the
day you sold the shares, and buy the same class of shares you sold. We
will reimburse you for any CDSC you paid. Please see page 11 for
information about how this can affect your taxes.

o If selling shares results in the value of your account falling below $500, we
have the right to close your account, so long as your account has been
open for at least a year. We'll let you know 60 days in advance, and if
you don't bring the account balance above $500, we'll sell your shares,
mail the proceeds to you and close your account. We may also close your
account if you give us an incorrect social security number or taxpayer
identification number.

o In unusual circumstances, we may temporarily suspend the processing of
requests to sell.

- --------------------------------------------------------------------------------
SOME RULES FOR
EXCHANGING

o When you exchange shares, you are selling shares of one fund and using the
proceeds to buy shares of another fund. Please see page 11 for information
about how this can affect your taxes.

o Before you make an exchange, be sure to request and read the sections of the
prospectus of the fund you are exchanging to that discuss the shares
you're exchanging to.

o You can exchange shares of any fund for the same class of shares of any other
fund, or for shares of the Cash Management Fund of Salomon Brothers
Investment Series (a money market fund that's available through Northstar,
but isn't one of the Northstar funds). You will not pay a sales charge on
the exchange. You will, however, pay a sales charge if you buy shares of
the Cash Management Fund, and then exchange them for Class A shares of any
of the funds.

o For the purposes of calculating CDSC, shares you exchange will continue to
age from the day you first purchased them, even if you're exchanging into
the Cash Management Fund.

o We'll let you know 60 days in advance if we want to make any changes to these
rules.

8
<PAGE>

YOUR GUIDE TO BUYING,
SELLING AND EXCHANGING SHARES
OF NORTHSTAR FUNDS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
<S> <C>
- ----------------------------------------- -----------------------------
WAYS TO BUY, SELL OR EXCHANGE WHEN TO USE THIS OPTION
- ----------------------------------------- -----------------------------
THROUGH YOUR FINANCIAL CONSULTANT o buy
o sell
o exchange
- ----------------------------------------- -----------------------------
BY MAIL
Please call us if you have any questions -- o buy
we can't process your request until we have o sell
all of the documents we need. o exchange
- ----------------------------------------- -----------------------------
BY TELEPHONE
To sign up for this service, complete o sell
section 9 of the application or call us at o exchange
1-800-595-7827.
- ----------------------------------------- -----------------------------
AUTOMATIC INVESTMENT PLAN
To sign up for this service, complete o buy
section 7 of the application or call us at
1-800-595-7827.
- ----------------------------------------- -----------------------------
SYSTEMATIC WITHDRAWAL PROGRAM
To sign up for this service, complete o sell
section 8 of the application or call us at
1-800-595-7827.
</TABLE>

(graphic) If you have any questions, please call 1-800-595-7827.

9
<PAGE>

YOUR GUIDE TO BUYING,
SELLING AND EXCHANGING SHARES
OF NORTHSTAR FUNDS

- --------------------------------------------------------------------------------

HOW TO USE IT

- --------------------------------------------------------------------------------

If you're BUYING shares, make your check payable to Northstar Funds and give it
to your financial consultant, who will forward it to us.

When you're SELLING, give your written request to your financial consultant,
who may charge you a fee for this service.
- --------------------------------------------------------------------

Send your request to buy, sell or exchange in writing to:

Northstar Funds
c/o First Data Investor Services Group, Inc.
P.O. Box 5131
Westborough MA 01581-5131

Your letter should tell us:

o your account number

o your social security number or taxpayer identification number

o the name the account is registered in

o the fund name and share class you're buying or selling, and, for exchanges,
the fund name and share class you're exchanging to

o the dollar value or number of shares you want to buy, sell or exchange.

If you're BUYING include a check payable to Northstar Funds with your request.

If you're SELLING or EXCHANGING, your request must be signed by all registered
owners of the account.

We'll ask you to guarantee the signatures if:

o you are selling more than $50,000 worth of shares

o your address of record has changed in the past 30 days

o you want us to send the payment to someone other than the registered owner,
to an address other than the address of record, or in any form other than
by check.

Signatures can be guaranteed by a bank, a member of the national stock exchange
or another eligible institution.
- --------------------------------------------------------------------

You can SELL or EXCHANGE up to $50,000 of your shares by telephone.

Call us at 1-800-595-7827 between 8:30 a.m. and 4:00 p.m. Eastern Time.

When you're calling with your request, we'll ask you for your name, social
security number, broker of record or other identification. If we don't ask for
these things and process an unauthorized telephone transaction, we are
responsible for any losses to your account. Otherwise you are responsible for
any unauthorized use of the telephone transaction service.

We'll mail the proceeds of the sale to the address of record or wire $1,000 or
more to any commercial bank in the U.S. that is a member of the Federal Reserve
System. Northstar does not charge a fee for this service, but your bank may
charge you a fee for receiving a wire transfer.
- --------------------------------------------------------------------

You can authorize us to automatically withdraw a minimum of $25 each month from
your bank account and use it to buy shares in Northstar funds.

There's no charge for this service, but your bank may charge you a small set-up
or transaction fee. You can cancel the program at any time.
- --------------------------------------------------------------------

You can ask us to automatically transfer money from your Northstar account into
your bank account.

We will sell shares or share fractions on your behalf monthly, quarterly or
annually and automatically deposit the proceeds into your bank account. There
may be a sales charge on shares we sell on your behalf.

You must have at least $5,000 worth of shares in your account to participate in
this program. The minimum transfer amount is $25.

It isn't to your advantage to buy and sell shares of the same fund at the same
time, so you can't set up a systematic withdrawal program for an account you've
already signed up on an automatic investment plan.

10
<PAGE>

MUTUAL FUND
EARNINGS AND
YOUR TAXES
- --------------------------------------------------------------------------------

HOW THE FUND
PAYS DISTRIBUTIONS

The fund distributes virtually all of its net investment income and net capital
gains to shareholders once a year in the form of dividends.

As a shareholder, you are entitled to a share of the income and capital gains
the fund distributes. The amount you receive is based on the number of shares
you own.

DISTRIBUTION OPTIONS

You can take your distributions as cash or reinvest them in the same class of
shares of any of our funds. You specify your preference when you open your
account.

You can choose to reinvest your distributions in one of three ways:

o reinvest both income dividends and capital gain distributions to buy
additional Class A, B or C shares of any fund you choose

o receive income dividends in cash and reinvest capital gain distributions to
buy additional Class A, B or C shares of any fund you choose

o receive both income dividends and capital gain distributions in cash.

You can change your distribution instructions at any time by notifying us by
phone (if going to the address of record), or in writing.

If you don't specify how you would like to receive your distributions, we'll
automatically reinvest both income dividends and capital gain distributions in
additional shares of the same fund.

(graphic) If you have any questions, please call 1-800-595-7827.

11
<PAGE>

MUTUAL FUND
EARNINGS AND
YOUR TAXES
- --------------------------------------------------------------------------------

HOW YOUR
DISTRIBUTIONS
ARE TAXED

The fund intends to meet the requirements for being a tax-qualified regulated
investment company, which means it generally does not pay federal income tax on
the earnings it distributes to shareholders.

As a result, distributions that you receive will generally be considered to be
taxable in your hands. Income distributions, whether you take them as cash or
reinvest them, are taxable as ordinary income. Capital gain distributions are
taxable as long-term capital gains, regardless of how long you've held the
shares.

Distributions may also be subject to state, local or foreign taxes.

If income distributed to you includes dividends paid by U.S. corporations, part
of the dividends the fund pays may be eligible for the corporate
dividends-received deduction.

TIMING YOUR PURCHASE

If you buy shares of a fund just before it makes a distribution, you will pay
the full price but part of your investment will come back to you as a taxable
distribution. Unless you are investing in a tax- deferred account, such as an
IRA, this is not to your advantage because you'll pay tax on the dividend but
will not have shared in the increase in the net asset value of the fund.

WHEN DISTRIBUTIONS ARE DECLARED

For tax purposes, distributions declared by the fund in October, November or
December and paid to you in January are taxable in the calendar year in which
they were declared.

BACKUP WITHHOLDING TAX

We'll notify you each year of the tax status of dividends and distributions. If
we don't have your tax identification number, or if you have been told by the
IRS that you are subject to backup withholding tax, we may be required to
withhold U.S. federal income tax on any distributions at the rate of 31%.

WHEN YOU SELL YOUR SHARES

When you sell or exchange shares you will realize a capital gain or loss,
depending on the difference between what your shares cost you and what you
receive for them. A capital gain or loss will be long-term or short-term,
depending on the length of time you held the shares.

In your federal income tax return you report a capital gain as income and a
capital loss as a deduction.

CONSULT YOUR TAX ADVISER

The information above is general in nature. You should consult your tax adviser
to discuss how investing in Northstar funds affects your personal tax
situation.

12
<PAGE>

THE BUSINESS
OF MUTUAL
FUNDS
- --------------------------------------------------------------------------------

HOW THE FUND
IS ORGANIZED
AND MANAGED

The Northstar Fund is a diversified mutual fund. The fund is a
series of the Northstar Trust, which is registered as an investment company
with the SEC.

The trustees of the trust oversee the business affairs of the fund and are
responsible for major decisions about the fund's investment objective and
policies.

The fund does not hold regular shareholder meetings, but may hold special
meetings. A special meeting is called if investors holding at least 10% of the
outstanding shares of the fund request it. Certain objectives and policies of
the fund may only be changed by shareholder vote. A shareholder vote is
required to change the investment objective of the fund.

The day-to-day management of the fund is handled by the following companies and
advisers appointed by the trustees:

INVESTMENT ADVISER

Oversees the investment management of the fund and provides advice and
recommendations about investments made by the fund. The investment adviser is
paid out of the fund's management fee, which is 0.70% of average daily net
assets.

Northstar Investment Management Corporation 300 First Stamford Place
Stamford, CT 06902

ADMINISTRATOR

Provides administrative, compliance and accounting services to the fund. The
administrator receives an annual administrative services fee from the fund of
0.10% of the fund's average daily net assets, plus $5 per account per year.

Northstar Administrators Corporation
300 First Stamford Place
Stamford, CT 06902

DISTRIBUTOR

Markets the fund and distributes shares through financial consultants and other
financial representatives.

Northstar Distributors, Inc.
300 First Stamford Place
Stamford, CT 06902

CUSTODIAN

Holds all the fund's assets.

Custodian and fund accounting agent:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

TRANSFER AGENT

Handles shareholder record-keeping and statements, distribution of dividends
and processing of orders to buy and sell shares.

First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, MA 01581-5120

PORTFOLIO MANAGERS AND SUB-ADVISER

You'll find profiles of the fund's portfolio managers and sub-adviser on page
3.

(graphic) If you have any questions, please call 1-800-595-7827.

13
<PAGE>

THE BUSINESS
OF MUTUAL
FUNDS
- --------------------------------------------------------------------------------

HOW DEALERS ARE
COMPENSATED

Dealers receive payment for selling shares of the Northstar Fund
in three ways:

THEY RECEIVE A COMMISSION WHEN YOU BUY SHARES

The amount of the commission depends on the amount you invest and the share
class you buy. Sales commissions are detailed in the chart below.

o CLASS A INVESTMENTS
(% OF OFFERING PRICE)

<TABLE>
<CAPTION>
Commission
received by dealers Amount
out of sales charges paid by the
you pay distributor
<S> <C> <C>
up to $99,999 4.00 --
$100,000 to $249,999 3.10 --
$250,000 to $499,999 2.30 --
$500,000 to $999,999 1.70 --
$1,000,000 to $2,499,999 -- 1.00
$2,500,000 to $4,999,999 -- 0.50
$5,000,000 and over -- 0.25
</TABLE>

o CLASS B INVESTMENTS

Receives 4% of the sale price from the
distributor

o CLASS C INVESTMENTS

Receives 1% of the sale price from the
distributor

THEY ARE PAID A FEE BY THE DISTRIBUTOR FOR SERVICING YOUR ACCOUNT

They receive a service fee depending on the average net asset value of the
class of shares their clients hold in the fund. These fees are paid from the
12b-1 fee deducted from each fund class. In addition to covering the cost of
commissions and service fees, the 12b-1 fee is used to pay for other expenses
such as sales literature, prospectus printing and distribution and compensation
to the distributor and its wholesalers. You'll find the 12b-1 fees listed in
the fund information beginning on page 2. Service and distribution fee
percentages appear on page 4.

THEY MAY RECEIVE ADDITIONAL BENEFITS AND REWARDS

Selling shares of the fund may make dealers eligible for awards or to
participate in sales programs sponsored by Northstar. The costs of these
benefits and rewards are not deducted from the assets of the fund -- they are
paid from the distributor's own resources.

The distributor may also pay additional compensation to dealers including out
of its own resources for marketing and other services to shareholders.

14
<PAGE>

THE RISKS OF
INVESTING IN
MUTUAL FUNDS
- --------------------------------------------------------------------------------

Risk is the potential that your investment will lose money or not earn as much
as you hope. Mutual funds have varying degrees of risk, depending on the
securities they invest in. There is no guarantee that the fund will achieve its
investment objective.

This section provides information about the risks associated with different
kinds of securities. It also lists additional investment practices that may
involve elements of risk.

- --------------------------------------------------------------------------------
EQUITIES

o Give the buyer ownership rights in the issuer. Common and preferred stocks,
convertible securities, stock purchase rights and interests in real estate
investment trusts are types of equities. Real estate investment trusts are
companies that manage a portfolio of real estate to earn profits for
shareholders.

o The market value of an equity security may go up or down rapidly depending on
market conditions. This affects the value of the shares of a fund, and the
value of your investment.

o Securities of smaller companies may be subject to more abrupt or erratic
market movements because they are traded in lower volume and are subject
to greater changes in earnings and growth prospects. Such securities may
include securities of emerging growth companies. Emerging growth companies
may:

- be in a relatively early stage of development, but will usually have
consistent or accelerating earnings growth

- occupy a profitable market niche

- have products or technologies that are new, unique or proprietary

- be in an industry that has a favorable long-term growth outlook.

(graphic) If you have any questions, please call 1-800-595-7827.

15
<PAGE>

THE RISKS OF
INVESTING IN
MUTUAL FUNDS
- --------------------------------------------------------------------------------

FOREIGN
INVESTMENTS

o Securities issued by companies or governments of foreign countries. May
include equities and debt securities including sovereign debt obligations,
and also including securities issued to refinance foreign government bank
loans and other debt also known as Brady Bonds.

o Subject to all of the risks associated with equity and debt securities. There
are also other risks that can affect the value of a foreign investment.

- foreign markets may be less regulated, may have less volume and be less
liquid

- foreign securities may be less liquid and more volatile

- the value of foreign securities may be affected by adverse political
and economic developments, seizure or nationalization of foreign
deposits, and government restrictions

- there is often less information available about foreign companies and
many countries do not have the accounting, auditing and financial
reporting that we have in the United States.

EMERGING MARKETS

o Investment in emerging markets have additional risks: developing countries
have economic structures that are less mature, they have less stable
political systems and may have high inflation, rapidly changing interest
and currency exchange rates, and their securities markets are
substantially less developed.

DEPOSITORY RECEIPTS

o American Depository Receipts (ADRs) are typically issued by U.S. banks or
trust companies. They are based on ownership of securities issued by
foreign companies, and are traded on U.S. exchanges. European Depository
Receipts (EDRs) and Global Depository Receipts (GDRs) are typically issued
by foreign banks or trust companies, although they also may be issued by
U.S. banks or trust companies. They are based on ownership of securities
issued by foreign or U.S. companies, and are traded on stock exchanges
around the world.

- --------------------------------------------------------------------------------
OTHER, HIGHER
RISK SECURITIES

ILLIQUID SECURITIES -- FUND IS LIMITED TO 15% OF NET ASSET VALUE

o Securities that can't be sold quickly at a reasonable price, or that can't be
sold on the open market. Includes restricted securities and private
placements.

o Used to realize higher profits.

o There may be fewer market players which can result in lower prices, and sales
can take longer to complete.

o Following guidelines established by the trustees of the fund, Northstar may
consider a security than can't be sold on the open market to be liquid if
it can be sold to institutional investors (Rule 144A) or on foreign
markets.

DERIVATIVE SECURITIES

o Securities that derive their value from the performance of an underlying
asset. Usually take the form of a contract to buy or sell an asset or
commodity either now or in the future, but mortgage and other asset-backed
securities are also generally considered derivatives. Types of derivative
securities include options, futures contracts, options on futures and
forward contracts.

o Used often to "hedge" or offset market fluctuations or changes in currency
exchange or interest rates. May also be used for speculative purposes to
increase returns.

16
<PAGE>

THE RISKS OF
INVESTING IN
MUTUAL FUNDS
- --------------------------------------------------------------------------------

o In addition to the risks associated with equities and debt securities, there
are several special risks associated with the use of derivatives:

- changes in the value of the derivative may not match changes in the
value of its underlying asset

- hedging may not be successful, and may prevent the fund from making
other gains

- derivatives used for speculative purposes can result in gains or losses
that are substantially greater than the derivative's original cost.

- --------------------------------------------------------------------------------
INVESTMENT
PRACTICES

REPURCHASE AGREEMENTS

o Buying a security from a bank or dealer who must buy it back at a fixed price
on a specified day. Repurchase agreements that mature after more than
seven days are considered to be illiquid investments. Investments in this
type of repurchase agreement can only be 15% of the fund's net asset
value.

o Used for temporary and defensive purposes or to generate income from cash
balances.

o The bank or dealer may not be able to buy back the security.

SHORT-TERM TRADING -- NO LIMIT

o Selling a security soon after you buy it.

o Used when the fund needs to be more liquid, in response to changes in
interest rates and economic or other developments, or when a security has
reached its price or yield objective.

o May result in higher costs for brokerage commissions, dealer mark-ups and
other transactions costs, as well as taxable capital gains.

TEMPORARY INVESTMENTS -- NO LIMIT

o Temporarily maintaining part or all of a fund's assets in cash or in U.S.
Government Securities, commercial paper, banker's acceptances, repurchase
agreements and certificates of deposit.

o Used for temporary defensive purposes in periods of unusual market
conditions.

o Provides lower returns.

WHEN ISSUED SECURITIES AND FORWARDING COMMITMENTS --
NO LIMIT

o A commitment to buy a security on a specific day in the future at a specified
price.

o Used to realize short-term profits.

o If made through a dealer, there is a risk that the dealer won't complete the
sale, and that the fund will lose out on a good yield or price.

o There is also risk that the value of the security will change before the
transaction is settled, resulting in short-term losses instead of gains.

(graphic) If you have any questions, please call 1-800-595-7827.

17
<PAGE>

WHERE TO GO
FOR MORE
INFORMATION
- --------------------------------------------------------------------------------

You'll find more information about the Northstar Fund in our:

ANNUAL REPORT
The annual report contains information about fund performance, the financial
statements and the auditor's reports. Because this is a new fund, its annual
report won't be available until December 1999.

STATEMENT OF ADDITIONAL INFORMATION
The SAI contains complete information about the Northstar Fund. The SAI
is legally part of this prospectus (it is incorporated by reference). A copy
has been filed with the Securities and Exchange Commission.

Please write or call for a free copy of the annual report or the current SAI:

The Northstar Funds
300 First Stamford Place
Stamford, CT 06902

1-800-595-7827

<PAGE>

NORTHSTAR

FUND
INSTITUTIONAL CLASS SHARES
PROSPECTUS
December 31, 1998
(GRAPHIC)

This prospectus contains important information about investing in the Northstar
Fund. Please read the prospectus carefully before you invest and keep it for
future reference. Your investment: is not a bank deposit, is not insured or
guaranteed by the FDIC, the Federal Reserve Board or any other government
agency, is affected by market fluctuations -- there is no guarantee that the
fund will achieve its objective. Like all mutual funds, these securities have
not been approved or disapproved by the Securities and Exchange Commission or
any state securities commission nor has the Securities and Exchange Commission
or any state securities commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>

WHAT'S
INSIDE

- --------------------------------------------------------------------------------

(GRAPHIC) OBJECTIVE

(GRAPHIC) INVESTMENT
STRATEGY

(GRAPHIC) HOLDINGS

(GRAPHIC) RISKS

(GRAPHIC) WHAT
YOU PAY
TO INVEST

These pages contain a description of the fund, including its objective,
investment strategy, types of holdings, risks and portfolio managers.

You'll also find:

WHAT YOU PAY TO INVEST. A list of the fees and expenses you pay --
both directly and indirectly -- when you invest in the fund.

<TABLE>
<S> <C>
NORTHSTAR___________FUND 1
MEET THE PORTFOLIO MANAGERS 2
YOUR GUIDE TO BUYING AND SELLING
CLASS I SHARES OF NORTHSTAR __________FUND 4
MUTUAL FUND EARNINGS AND YOUR TAXES 7
THE BUSINESS OF MUTUAL FUNDS 9
THE RISKS OF INVESTING IN MUTUAL FUNDS 10
WHERE TO GO FOR MORE INFORMATION 13
</TABLE>

<PAGE>

NORTHSTAR

FUND
Registrant
Northstar Trust

Portfolio managers
Timothy Devlin,
James Wiess
- --------------------------------------------------------------------------------

OBJECTIVE (GRAPHIC)

This fund's objective is high total return by investing in a diversified
portfolio of equity securities.

INVESTMENT (GRAPHIC)
STRATEGY
The fund invests primarily in large and mid-sized companies that the portfolio
managers feel have above average prospects for growth. The portfolio managers
select companies based on extensive research regarding projected company
earnings and dividend and stock valuation.Using this research, the portfolio
managers then rank the selected companies within their respective industry group
according to their relative value rankings within an industry with an emphasis
on companies that the portfolio managers determine to be priced below their
long-term value. After identifying the companies that the portfolio managers
believe to be the most attractive per industry, the fund's assets are invested
so that the fund's industry sector allocations and market cap weightings closely
parallel those of the S&P 500 Index. By owning a large number of stocks within
the S&P 500, with an emphasis on those that appear undervalued or fairly valued,
and by tracking the industry weightings of that index, the fund seeks returns
that modestly exceed those of the S&P 500 over the long term with virtually the
same level of volatility.

HOLDINGS (GRAPHIC)

RISKS (GRAPHIC)

Because it invests in equities, the fund is affected by changes in the stock
market which could affect your investment in the fund. This fund is also subject
to the risks associated with investing in mid-sized companies. Securities of
mid-sized companies may be subject to more abrupt or erractic market movements
because they are traded in lower volume and are subject to greater changes in
earnings and growth prospects. Please refer to the section beginning on page 10,
THE RISKS OF INVESTING IN MUTUAL FUNDS.

- --------------------------------------------------------------------------------
WHAT YOU PAY (GRAPHIC)
TO INVEST
There are two types of fees and expenses when you invest in mutual funds: fees,
including sales charges, you pay directly when you buy or sell shares, and
operating expenses paid each year by the fund.

Fees you pay directly

<TABLE>
<CAPTION>
Class I
- --------------------------------------------------------------------------------
<S> <C> <C>
Maximum sales charge on your initial
investment (as a % of offering price) % none
Maximum deferred sales charge % none
</TABLE>

Operating expenses paid each year by the fund
(as a % of average net assets)

<TABLE>
<CAPTION>
Class I
----------
<S> <C> <C>
Management fee % 0.70
12b-1 fee % 0.00
Other expenses % 0.20
TOTAL FUND OPERATING EXPENSES % 0.90
</TABLE>

<TABLE>
<CAPTION>
Year 1 Year 3
-------- -------
<S> <C> <C> <C>
Class I $ 9 29
............................
</TABLE>

(GRAPHIC) If you have any questions, please call 1-800-595-7827.

1
<PAGE>

MEET THE
PORTFOLIO
MANAGERS
- --------------------------------------------------------------------------------

Timothy Devlin
Timothy Devlin has co-managed the Northstar Fund since inception. At J.P. Morgan
Investment Management, he serves as a Portfolio Manager and member of the
Structured Equity Group.

James Wiess
James Wiess has co-managed the Northstar Fund since inception. At J.P. Morgan
Investment Management, he serves as a Portfolio Manager and member of the
Structured Equity Group with the responsibility of portfolio rebalancing and
research and development of structured equities startegies.

SUB-ADVISER J.P. MORGAN INVESTMENT MANAGEMENT
A registered investment adviser, J.P. Morgan Investment
Management serves as sub-adviser to the Northstar Fund. The
company was formed in 1984. The firm evolved from the Trust
and Investment Division of Morgan Guaranty Trust Company
which acquired its first tax-exempt client in 1913 and its
first pension account in 1940.

2
<PAGE>
MEET THE
PORTFOLIO
MANAGERS
- --------------------------------------------------------------------------------

PERFORMANCE
PROFILE:

J.P. Morgan Investment Management
These figures demonstrate the historical track record of J.P. Morgan Investment
Management. The figures have been provided by J.P. Morgan Investment Management
and have not been verified or audited by Northstar. They do not indicate how the
Northstar Fund or J.P. Morgan Investment Management will perform in the future.

(a) Results are gross of fees and include reinvestment of earnings.

J.P. Morgan has prepared the performance data in compliance with the Performance
Presentation Standards of the Association for Investment Management and Research
(AIMR-PPS). This total return method differs from the SEC method of calculating
total return. AIMR did not prepare or review this data. The Fund agrees to
conform the performance presentation to any changes in the SEC staff
position relating to prior performance presentations.

The charts show average annual returns and the cumulative total return since
December 1988 for a composite of the actual performance of all Research Enhanced
Index accounts managed by J.P. Morgan from December 1988 until the present.

The accounts were not subject to the same types of expenses as the fund or the
requirements of the Investment Company Act of 1940 or the Internal Revenue Code,
the limitations of which might have adversely affected performance results.
Included for comparison purposes are performance figures of the S&P 500 Index.
The results presented below may not equate with the return experienced by any
particular account as a result of timing of investments and the effect of taxes
on any client.

J.P. Morgan
Investment
Management S&P 500
Composite (%)(a) Index (%)

1989 30.68 31.59
1990 -2.08 -3.12
1991 30.21 30.33
1992 10.32 7.61
1993 10.82 10.03
1994 2.63 1.36
1995 38.85 37.44
1996 24.14 22.90
1997 34.43 33.32
One Year ended
September 30, 1998 10.97 8.09
Three years, ended
September 30, 1998 24.48 22.56
Five years, ended
September 30, 1998 21.57 19.75
Cumulative total return
since December 31, 1988 423.92 375.97
<TABLE>
<CAPTION>
1989 through 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J.P. Morgan Investment
Management Composite
[PLOT POINTS TO BE SUPPLIED]
S&P 500 Index

</TABLE>
(GRAPHIC) If you have any questions, please call 1-800-595-7827.

3
<PAGE>

YOUR GUIDE TO BUYING AND SELLING
CLASS I SHARES OF
NORTHSTAR FUND
- --------------------------------------------------------------------------------

BUYING AND SELLING

Once you've opened an account and made yourfirst investment, you can choose one
of two ways to buy or sell shares of the Northstar ________Fund:

o through your financial consultant or
o directly, by mail or over the telephone.

We'll send you a confirmation statement every time you make a transaction that
affects your account balance, except when we pay distributions.

Some broker-dealers or agents might charge you a fee if you buy or sell shares
through them.

Instructions for each option appear in the chart on page 5, but here are a few
things you should know before you begin.

- --------------------------------------------------------------------------------
HOW SHARES ARE
PRICED

The price you pay or receive when you buy, sell or exchange shares is determined
by the fund's net asset value (NAV) per share and share class. NAV is calculated
each business day at the close of regular trading on the New York Stock Exchange
(usually 4:00 Eastern Time) by dividing the net assets of each fund class by the
number of shares outstanding. To calculate NAV, we determine the fair market
value of the fund's portfolio securities using the method described in the SAI.

When you're buying shares, you'll pay the NAV that is next calculated after we
receive your order in proper form. When you're selling shares, you'll receive
the NAV that is next calculated after we receive your order in proper form.

- --------------------------------------------------------------------------------
SOME RULES FOR
BUYING

o The minimum initial investment for Class I Shares is $1,000,000. Class I
Shares are only available to certain defined benefit plans, insurance
companies and foundations investing for their own account.

o The minimum amount of each Class I investment after your first one is
$100,000.

o We have the right to refuse a request to buy shares.

- --------------------------------------------------------------------------------
SOME RULES FOR
SELLING

o You won't pay a service charge when you sell your shares, but your dealer
may charge you a fee.

o If selling shares results in the value of your account falling below
$10,000, we have the right to close your account, so long as your account
has been open for at least a year. We'll let you know 60 days in advance,
and if you don't bring the account balance above $10,000, we'll sell your
shares, mail the proceeds to you and close your account. We may also close
your account if you give us an incorrect social security number or taxpayer
identification number.

o In unusual circumstances, we may temporarily suspend the processing of
requests to sell.

4
<PAGE>

YOUR GUIDE TO BUYING AND SELLING
CLASS I SHARES OF
NORTHSTAR FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
WAYS TO BUY OR SELL WHEN TO USE THIS OPTION
<S> <C>
THROUGH YOUR FINANCIAL CONSULTANT o buy
o sell
BY MAIL
Please call us if you have any questions -- we can't o buy
process your request until we have all of the o sell
documents we need.

BY TELEPHONE o sell
To sign up for this service, complete section 9 of
the application or call us at 1-800-595-7827.
</TABLE>

(GRAPHIC) If you have any questions, please call 1-800-595-7827.

5
<PAGE>

YOUR GUIDE TO BUYING AND SELLING
CLASS I SHARES OF
NORTHSTAR FUND

- --------------------------------------------------------------------------------

HOW TO USE IT

- --------------------------------------------------------------------------------

If you're BUYING shares, make your check payable to Northstar Funds and give it
to your financial consultant, who will forward it to us. When you're SELLING,
give your written request to your financial consultant, who may charge you a fee
for this service.

- --------------------------------------------------------------------------------

Send your request to buy or sell in writing to:

Northstar Funds
c/o First Data Investor Services Group, Inc.
P.O. Box 5131
Westborough, MA 01581-5131

Your letter should tell us:

o your account number

o your social security number or taxpayer identification number

o the name the account is registered in

o the fund name and share class you're buying or selling

o the dollar value or number of shares you want to buy or sell.

If you're BUYING include a check payable to Northstar Funds with your request.
If you're SELLING, your request must be signed by all registered owners of the
account.

We'll ask you to guarantee the signatures if:

o you are selling more than $50,000 worth of shares

o your address of record has changed in the past 30 days

o you want us to send the payment to someone other than the registered owner,
to an address other than the address of record, or in any form other than by
check.

Signatures can be guaranteed by a bank, a member of the national stock exchange
or another eligible institution.

- --------------------------------------------------------------------------------

You can SELL up to $50,000 of your shares by telephone.

Call us at 1-800-595-7827 between 8:30 a.m. and 4:00 p.m. Eastern Time.

6
<PAGE>

MUTUAL FUND
EARNINGS AND
YOUR TAXES
- --------------------------------------------------------------------------------

HOW THE FUND
PAYS DISTRIBUTIONS

The fund distributes virtually all of its netinvestment income and net capital
gains to shareholders once a year in the form of dividends.

As a shareholder, you are entitled to a share of the income and capital gains
the fund distributes. The amount you receive is based on the number of shares
you own.

DISTRIBUTION OPTIONS

You can take your distributions as cash or reinvest them in the same class of
shares of any of our funds. You specify your preference when you open your
account.

You can choose to reinvest your distributions in one of three ways:

o reinvest both income dividends and capital gain distributions to buy
additional Class I shares of the fund, the Northstar Mid-Cap Growth Fund or
the Northstar Growth Fund

o receive income dividends in cash and reinvest capital gain distributions to
buy additional Class I shares of the fund, the Northstar Mid-Cap Growth Fund
or the Northstar Growth Fund

o receive both income dividends and capital gain distributions in cash.

You can change your distribution instructions at any time by notifying us by
phone (if going to the address of record), or in writing.

If you don't specify how you would like to receive your distributions, we'll
automatically reinvest both income dividends and capital gain distributions in
additional Class I shares of the Northstar __________ Fund.

(GRAPHIC) If you have any questions, please call 1-800-595-7827.

7
<PAGE>

MUTUAL FUND
EARNINGS AND
YOUR TAXES
- --------------------------------------------------------------------------------

HOW YOUR
DISTRIBUTIONS
ARE TAXED

The fund intends to meet the requirements forbeing a tax-qualified regulated
investment company, which means it generally does not pay federal income tax on
the earnings it distributes to shareholders.

Distributions may also be subject to state, local or foreign taxes.

If income distributed to you includes dividends paid by U.S. corporations, part
of the dividends the fund pays may be eligible for the corporate
dividends-received deduction.

TIMING YOUR PURCHASE

WHEN DISTRIBUTIONS ARE DECLARED

For tax purposes, distributions declared by the fund in October, November or
December and paid to you in January are taxable in the calendar year in which
they were declared.

BACKUP WITHHOLDING TAX

WHEN YOU SELL YOUR SHARES

In your federal income tax return you report a capital gain as income and a
capital loss as a deduction.

CONSULT YOUR TAX ADVISER

The information above is general in nature. You should consult your tax adviser
to discuss how investing in the Northstar Fund affects your personal tax
situation.

8
<PAGE>

THE BUSINESS
OF MUTUAL
FUNDS
- --------------------------------------------------------------------------------

HOW THE FUND
IS ORGANIZED
AND MANAGED

The Northstar_________Fund is a diversified mutualfund. The fund is a series of
the Northstar Trust, which is registered as an investment company with the SEC.

The trustees of the trust oversee the business affairs of the fund and are
responsible for major decisions about the fund's investment objective and
policies.

The fund does not hold regular shareholder meetings, but may hold special
meetings. A special meeting is called if investors holding at least 10% of the
outstanding shares of the fund request it. Certain objectives and policies of
the fund may only be changed by shareholder vote. A shareholder vote is required
to change the investment objective of the fund.

The day-to-day management of the fund is handled by the following companies and
advisers appointed by the trustees:

INVESTMENT ADVISER

Northstar Investment Management Corporation
300 First Stamford Place
Stamford, CT 06902

ADMINISTRATOR

Northstar Administrators Corporation
300 First Stamford Place
Stamford, CT 06902

DISTRIBUTOR

Markets the fund and distributes shares through financial consultants and other
financial representatives.

Northstar Distributors, Inc.
300 First Stamford Place
Stamford, CT 06902

CUSTODIAN

Holds all the fund's assets.

Custodian and fund accounting agent:

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110

TRANSFER AGENT

Handles shareholder record-keeping and statements, distribution of dividends and
processing of orders to buy and sell shares.

First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, MA 01581-5120

PORTFOLIO MANAGERS AND SUB-ADVISER

You'll find profiles of the fund's portfolio managers and sub-adviser on page 3.

(GRAPHIC) If you have any questions, please call 1-800-595-7827.

9
<PAGE>

THE RISKS OF
INVESTING IN
MUTUAL FUNDS
- --------------------------------------------------------------------------------

This section provides information about the risks associated with different
kinds of securities. It also lists additional investment practices that may
involve elements of risk.

- --------------------------------------------------------------------------------
EQUITIES

o The market value of an equity security may go up or down rapidly depending
on market conditions. This affects the value of the shares of a fund, and
the value of your investment.

o Securities of smaller companies may be subject to more abrupt or erratic
market movements because they are traded in lower volume and are subject to
greater changes in earnings and growth prospects. Such securities may
include securities of emerging growth companies. Emerging growth companies
may:

- be in a relatively early stage of development, but will usually have
consistent or accelerating earnings growth

- occupy a profitable market niche

- have products or technologies that are new, unique or proprietary

- be in an industry that has a favorable long-term growth outlook.

10
<PAGE>

THE RISKS OF
INVESTING IN
MUTUAL FUNDS
- --------------------------------------------------------------------------------

FOREIGN
INVESTMENTS

o Securities issued by companies or governmentsof foreign countries. May
include equities and debt securities including sovereign debt
obligations, and also including securities issued to refinance foreign
government bank loans and other debt also known as Brady Bonds.

o Subject to all of the risks associated with equity and debt securities.
There are also other risks that can affect the value of a foreign
investment:

- foreign markets may be less regulated, may have less volume and be less
liquid

- foreign securities may be less liquid and more volatile

- the value of foreign securities may be affected by adverse political
and economic developments, seizure or nationalization of foreign
deposits, and government restrictions

- there is often less information available about foreign companies and
many countries do not have the accounting, auditing and financial
reporting that we have in the United States.

EMERGING MARKETS

o Investment in emerging markets have additional risks: developing countries
have economic structures that are less mature, they have less stable
political systems and may have high inflation, rapidly changing interest and
currency exchange rates, and their securities markets are substantially less
developed.

DEPOSITORY RECEIPTS

o American Depository Receipts (ADRs) are typically issued by U.S. banks or
trust companies. They are based on ownership of securities issued by foreign
companies, and are traded on U.S. exchanges. European Depository Receipts
(EDRs) and Global Depository Receipts (GDRs) are typically issued by foreign
banks or trust companies, although they also may be issued by U.S. banks or
trust companies. They are based on ownership of securities issued by foreign
or U.S. companies, and are traded on stock exchanges around the world.

- --------------------------------------------------------------------------------
OTHER, HIGHER
RISK SECURITIES

ILLIQUID SECURITIES -- FUND IS LIMITED TO 15% OF NET ASSET VALUE

o Securities that can't be sold quickly at a reasonable price, or that can't
be sold on the open market. Includes restricted securities and private
placements.

o Used to realize higher profits.

o There may be fewer market players which can result in lower prices, and
sales can take longer to complete.

o Following guidelines established by the trustees of the fund, Northstar may
consider a security than can't be sold on the open market to be liquid if it
can be sold to institutional investors (Rule 144A) or on foreign markets.

DERIVATIVE SECURITIES

o Used often to "hedge" or offset market fluctuations or changes in currency
exchange or interest rates. May also be used for speculative purposes to
increase returns.

(GRAPHIC) If you have any questions, please call 1-800-595-7827.

11
<PAGE>

THE RISKS OF
INVESTING IN
MUTUAL FUNDS
- --------------------------------------------------------------------------------

o In addition to the risks associated with equities and debt securities, there
are several special risks associated with the use of derivatives:

- changes in the value of the derivative may not match changes in the value
of its underlying asset

- hedging may not be successful, and may prevent the fund from making other
gains

- derivatives used for speculative purposes can result in gains or losses
that are substantially greater than the derivative's original cost.

- --------------------------------------------------------------------------------
INVESTMENT
PRACTICES

REPURCHASE AGREEMENTS

o Buying a security from a bank or dealer who must buy it back at a fixed
price on a specified day. Repurchase agreements that mature after more than
seven days are considered to be illiquid investments. Investments in this
type of repurchase agreement can only be 15% of the fund's net asset value.

o Used for temporary and defensive purposes or to generate income from cash
balances.

o The bank or dealer may not be able to buy back the security.

SHORT-TERM TRADING -- NO LIMIT

o Selling a security soon after you buy it.

o Used when the fund needs to be more liquid, in response to changes in
interest rates and economic or other developments, or when a security has
reached its price or yield objective.

o May result in higher costs for brokerage commissions, dealer mark-ups and
other transactions costs, as well as taxable capital gains.

TEMPORARY INVESTMENTS -- NO LIMIT

o Temporarily maintaining part or all of a fund's assets in cash or in U.S.
Government Securities, commercial paper, banker's acceptances, repurchase
agreements and certificates of deposit.

o Used for temporary defensive purposes in periods of unusual market
conditions.

o Provides lower returns.

WHEN ISSUED SECURITIES AND FORWARD COMMITMENTS -- NO LIMIT

o A commitment to buy a security on a specific day in the future at a
specified price.

o Used to realize short-term profits.

o If made through a dealer, there is a risk that the dealer won't complete the
sale, and that the fund will lose out on a good yield or price.

o There is also risk that the value of the security will change before the
transaction is settled, resulting in short-term losses instead of gains.

12
<PAGE>

WHERE TO GO
FOR MORE
INFORMATION
- --------------------------------------------------------------------------------

You'll find more information about the Northstar ___________ Fund in our:

STATEMENT OF ADDITIONAL INFORMATION
The SAI contains complete information about the Northstar ___________ Fund. The
SAI is legally part of this prospectus (it is incorporated by reference). A copy
has been filed with the Securities and Exchange Commission.

Please write or call for a free copy of the annual report or the current SAI:

The Northstar Funds
300 First Stamford Place
Stamford, CT 06902

1-800-595-7827

PROSPECTUS FOR CLASS A, B AND C
Class A, B and C shares of the Northstar Fund are discussed in a separate
prospectus. Class A, B and C shares have sales charges and other expenses that
may affect performance. You may obtain a prospectus for Class A, B and C shares
of the fund by calling 1-800-595-7827 or writing:

The Northstar Funds
300 First Stamford Place
Stamford, CT 06902

(GRAPHIC) If you have any questions, please call 1-800-595-7827.

<PAGE>

[NORTHSTAR LOGO APPEARS HERE]

STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 31, 1998

*NORTHSTAR ________ FUND

300 First Stamford Place
Stamford, Connecticut 06902
(203) 602-7950
(800) 595-7827

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
the Northstar _____ Fund (the "Fund") dated December 31, 1998, as each may be
revised from time to time. To obtain a copy of the Fund's Prospectus, please
contact Northstar Investment Management Corporation at the address or phone
number listed above.

Northstar Investment Management Corporation ("Northstar" or the "Adviser")
serves as the Fund's investment adviser. Northstar has engaged J.P. Morgan
Investment Management Inc. ("J.P. Morgan" or the "Sub-Adviser") to serve as
sub-adviser to the Northstar _____ Fund, subject to the supervision of
Northstar. Northstar Distributors, Inc. (the "Underwriter") is the underwriter
to the Fund. Northstar Administrators Corporation (the "Administrator") is the
Fund's administrator. The Underwriter and the Administrator are affiliates of
Northstar.
---------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
INVESTMENT RESTRICTIONS .............................................. 2
INVESTMENT TECHNIQUES ................................................ 2
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION ...................... 7
SERVICES OF NORTHSTAR, THE SUB-ADVISER AND THE ADMINISTRATOR ......... 9
NET ASSET VALUE ...................................................... 10
PURCHASES AND REDEMPTIONS ............................................ 10
DIVIDENDS, DISTRIBUTIONS AND TAXES ................................... 12
UNDERWRITER AND DISTRIBUTION SERVICES ................................ 15
TRUSTEES AND OFFICERS ................................................ 16
OTHER INFORMATION .................................................... 19
PERFORMANCE INFORMATION .............................................. 19
APPENDIX ............................................................. A-1
</TABLE>

<PAGE>

INVESTMENT RESTRICTIONS

Northstar _____ Fund. The Fund has adopted investment restrictions
numbered 1 through 9 as fundamental policies. These restrictions cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund's
outstanding voting shares. Investment restrictions numbered 12 through 15 are
not fundamental policies and may be changed by vote of a majority of the
Trust's Board members at any time. The Fund may not:

1. Borrow money, issue senior securities, or pledge, mortgage or
hypothecate its assets, except that it may: (a) borrow from banks up to 33 1/3%
of its net assets for temporary purposes but only if, immediately after such
borrowing there is asset coverage of 300%, and (b) enter into transactions in
options, futures, and options on futures and other transactions not deemed to
involve the issuance of senior securities;

2. Underwrite the securities of others;

3. Purchase or sell real property, including real estate limited
partnerships (the Fund may purchase marketable securities of companies that
deal in real estate or interests therein, including real estate investment
trusts);

4. Deal in commodities or commodity contracts, except in the manner
described in the current Prospectus and SAI of the Fund;

5. Make loans to other persons (but the Fund may, however, lend portfolio
securities, up to 33% of net assets at the time the loan is made, to brokers or
dealers or other financial institutions not affiliated with the Fund or
Northstar, subject to conditions established by Northstar (See "Lending
Portfolio Securities" in this SAI), and may purchase or hold participations in
loans, in accordance with the investment objectives and policies of the Fund,
as described in the current Prospectus and SAI of the Fund;

6. Invest more than 25% of its assets in any one industry;

7. With respect to 75% of the Fund's assets, purchase a security (other
than U.S. Government obligations) if, as a result, more than 5% of the value of
total assets of the Fund would be invested in securities of a single issuer;

8. Purchase a security if, as a result, more than 10% of any class of
securities, or more than 10% of the outstanding voting securities of an issuer,
would be held by the Fund;

9. Borrow money in excess of 33 1/3% of its net assets for temporary
purposes;

10. Purchase on margin (except that for purposes of this restriction, the
deposit or payment of initial or variation margin in connection with futures
contracts will not be deemed to be purchases of securities on margin);

11. Sell short, except that the Fund may enter into short sales against the
box;

12. Purchase securities of other investment companies, except in
connection with a merger, consolidation or sale of assets, and except that the
Fund may purchase shares of other investment companies, subject to such
restrictions as may be imposed by the 1940 Act, rules thereunder or any order
pursuant thereto or by any state in which shares of the Fund are registered;

13. Make an investment for the purpose of exercising control over
management;

14. Invest more than 15% of its net assets in illiquid securities; or

15. Borrow any amount in excess of 33 1/3% of the Fund's assets, other
than for temporary emergency or administrative purposes.

In addition to the restrictions described above, the Fund may, from time
to time, agree to additional investment restrictions for purposes of compliance
with the securities laws of foreign jurisdictions where the Fund intends to
offer or sell its shares.

INVESTMENT TECHNIQUES

Derivative Instruments. The Fund may invest in Derivative Instruments (as
defined in the Fund's Prospectus) for a variety of reasons, including to
enhance return, hedge certain market risks, or provide a substitute for
purchasing or selling particular securities. Derivatives may provide a cheaper,
quicker or more specifically focused way for the Fund to invest than
"traditional" securities would.

2
<PAGE>

Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit a Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.

Derivatives may be purchased on established exchanges or through privately
negotiated transactions referred to as over-the-counter Derivatives.
Exchange-traded Derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such Derivatives. This guarantee usually
is supported by a daily payment system (i.e., margin requirements) operated by
the clearing agency in order to reduce overall credit risk. As a result, unless
the clearing agency defaults, there is relatively little counterparty credit
risk associated with Derivatives purchased on an exchange. By contrast, no
clearing agency guarantees over-the-counter Derivatives. Therefore, each party
to an over-the-counter Derivative bears the risk that the counterparty will
default. Accordingly, Northstar will consider the creditworthiness of
counterparties to over-the-counter Derivatives in the same manner as it would
review the credit quality of a security to be purchased by a Fund. Over-the-
counter Derivatives are less liquid than exchange-traded Derivatives since the
other party to the transaction may be the only investor with sufficient
understanding of the Derivative to be interested in bidding for it.

Firm Commitments and When-Issued Securities. The Fund may enter into firm
commitment agreements to purchase securities at an agreed-upon price on a
specified future date. An amount of cash or short-term U.S. Government
Securities equal to the Fund's commitment will be deposited in a segregated
account at the Fund's custodian bank to secure the Fund's obligation. Although
a Fund will generally enter into firm commitments to purchase securities with
the intention of actually acquiring the securities for its portfolio (or for
delivery pursuant to options contracts it has entered into), the Fund may
dispose of a security prior to settlement if Northstar deems it advisable to do
so. A Fund entering into the forward commitment may realize short-term gains or
losses in connection with such sales.

The Fund may enter into To Be Announced ("TBA") sale commitments wherein
the unit price and the estimated principal amount are established upon entering
into the contract, with the actual principal amount being within a specified
range of the estimate. A Fund will enter into TBA sale commitments to hedge its
portfolio positions. Proceeds of TBA sale commitments are not received until
the contractual settlement date. During the time a TBA sale commitment is
outstanding, the Fund will maintain, in a segregated account, cash or liquid
securities in an amount sufficient to meet the purchase price. Unsettled TBA
sale commitments are valued at current market value of the underlying
securities. If the TBA sale commitment is closed through the acquisition of an
offsetting purchase commitment, the Fund realizes a gain or loss on the
commitment without regard to any unrealized gain or loss on the underlying
security. If the Fund delivers securities under the commitment, the Fund
realizes a gain or loss from the sale of the securities, based upon the unit
price established at the date the commitment was entered into.

The Fund may also purchase securities on a when-issued or delayed delivery
basis. In such transactions, the price is fixed at the time the commitment to
purchase is made, but delivery and payment for the securities take place at a
later date, normally within one month. The value of the security on the
settlement date may be more or less than the price paid as a result of, among
other things, changes in the level of interest rates or other market factors.
Accordingly, there is a risk of loss, which is in addition to the risk of
decline in the value of the Fund's other assets. The Fund will establish a
segregated account with its custodian in which it will maintain cash and
marketable securities equal in value to commitments for when-issued or delayed
delivery securities. While when-issued or delayed delivery securities may be
sold prior to the settlement date, it is intended that a Fund will purchase
such securities with the purpose of actually acquiring them, unless a sale
appears desirable for investment reasons.

Floating or Variable Rate Instruments. The Fund may purchase floating or
variable rate bonds, which normally provide that the holder can demand payment
of the obligation on short notice at par with accrued interest. Such bonds are
frequently secured by letters of credit or other credit support arrangements
provided by banks. Floating or variable rate instruments provide for
adjustments in the interest rate at specified intervals (weekly, monthly,
semiannually, etc.). A Fund would anticipate using these bonds as cash
equivalents, pending longer term investment of its funds.

Futures Transactions -- In General. The Fund may enter into futures
contracts in U.S. domestic markets, such as the Chicago Board of Trade and the
International Monetary Market of the Chicago Mercantile Exchange, or on
exchanges located outside the United States, such as the London International
Financial Futures Exchange and the Sydney Futures Exchange Limited. Foreign
markets may offer advantages such as trading opportunities or arbitrage
possibilities not available in the United States. Foreign markets, however, may
have greater risk potential than domestic markets. For example, some foreign
exchanges are principal markets so that no common clearing facility exists and
an investor may look only to

3
<PAGE>

the broker for performance of the contract. In addition, any profits that the
Fund might realize in trading could be eliminated by adverse changes in the
exchange rate, or the Fund could incur losses as a result of those changes.
Transactions on foreign exchanges may include both commodities which are traded
on domestic exchanges and those which are not. Unlike trading on domestic
commodity exchanges, trading on foreign commodity exchanges is not regulated by
the Commodity Futures Trading Commission.

Engaging in these transactions involves risk of loss to the Fund which
could adversely affect the value of the Fund's net assets. Although the Fund
intends to purchase or sell futures contracts only if there is an active market
for such contracts, no assurance can be given that a liquid market will exist
for any particular contract at any particular time. Many futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that
limit or trading may be suspended for specified periods during the trading day.
Futures contract prices could move to the limit for several consecutive trading
days with little or no trading, thereby preventing prompt liquidation of
futures positions and potentially subjecting the Fund to substantial losses.

Successful use of futures by the Fund also is subject to the Manager's
ability to predict correctly movements in the direction of the relevant market,
and, to the extent the transaction is entered into for hedging purposes, to
ascertain the appropriate correlation between the transaction being hedged and
the price movements of the futures contract. For example, if the Fund uses
futures to hedge against the possibility of a decline in the market value of
securities held in its portfolio and the prices of such securities instead
increase, the Fund will lose part or all of the benefit of the increased value
of securities which it has hedged because it will have offsetting losses in its
futures positions. Furthermore, if in such circumstances the Fund has
insufficient cash, it may have to sell securities to meet daily variation
margin requirements. The Fund may have to sell such securities at a time when
it may be disadvantageous to do so.

Pursuant to regulations and/or published positions of the Securities and
Exchange Commission (the "SEC"), the Fund may be required to segregate cash or
liquid securities in connection with its commodities transactions in an amount
generally equal to the value of the underlying commodity.

Specific Futures Transactions. The Fund may purchase and sell stock index
futures contracts. A stock index future obligates the Fund to pay or receive an
amount of cash equal to a fixed dollar amount specified in the futures contract
multiplied by the difference between the settlement price of the contract on
the contract's last trading day and the value of the index based on the stock
prices of the securities that comprise it at the opening of trading in such
securities on the next business day.

The Fund may purchase and sell interest rate futures contracts. An
interest rate future obligates the Fund to purchase or sell an amount of a
specific debt security at a future date at a specific price.

The Fund may purchase and sell currency futures. A foreign currency future
obligates the Fund to purchase or sell an amount of a specific currency at a
future date at a specific price.

Index Warrants. The Fund may purchase put warrants and call warrants whose
values vary depending on the change in the value of one or more specified
securities indices ("index warrants"). Index warrants are generally issued by
banks or other financial institutions and give the holder the right, at any
time during the term of the warrant, to receive upon exercise of the warrant a
cash payment from the issuer, based on the value of the underlying index at the
time of exercise. In general, if the value of the underlying index rises above
the exercise price of the index warrant, the holder of a call warrant will be
entitled to receive a cash payment from the issuer upon exercise, based on the
difference between the value of the index and the exercise price of the
warrant; if the value of the underlying index falls, the holder of a put
warrant will be entitled to receive a cash payment from the issuer upon
exercise, based on the difference between the exercise price of the warrant and
the value of the index. The holder of a warrant would not be entitled to any
payments from the issuer at any time when, in the case of a call warrant, the
exercise price is greater than the value of the underlying index, or, in the
case of a put warrant, the exercise price is less than the value of the
underlying index. If the Fund were not to exercise an index warrant prior to
its expiration, then the Fund would lose the amount of the purchase price paid
by it for the warrant. The Fund will normally use index warrants in a manner
similar to its use of options on securities indices. The risks of the Fund's
use of index warrants are generally similar to those relating to its use of
index options. Unlike most index options, however, index warrants are issued in
limited amounts and are not obligations of a regulated clearing agency, but are
backed only by the credit of the bank or other institution that issues the
warrant. Also, index warrants generally have longer terms than index options.
Although the Strategic Income Fund will normally invest only in exchange-listed
warrants, index warrants are not likely to be as liquid as certain index
options backed by a recognized clearing agency. In addition, the terms

4
<PAGE>

of index warrants may limit the Fund's ability to exercise the warrants at such
time, or in such quantities, as the Fund would otherwise wish to do.

International Investing. The Fund may invest up to 20% of its total assets
in foreign securities. Investments in foreign securities involve special risks,
including currency fluctuations, political or economic instability in the
country of issue and the possible imposition of exchange controls or other laws
or restrictions. In addition, securities prices in foreign markets are
generally subject to different economic, financial, political and social
factors than are the prices of securities in U.S. markets. With respect to some
foreign countries there may be the possibility of expropriation or confiscatory
taxation, limitations on liquidity of securities or political or economic
developments which could affect the foreign investments of the Fund. Moreover,
securities of foreign issuers generally will not be registered with the SEC,
and such issuers will generally not be subject to the SEC's reporting
requirements. Accordingly, there is likely to be less publicly available
information concerning certain of the foreign issuers of securities held by the
Fund than is available concerning U.S. companies. Foreign companies are also
generally not subject to uniform accounting, auditing and financial reporting
standards or to practices and requirements comparable to those applicable to
U.S. companies. There may also be less government supervision and regulation of
foreign broker-dealers, financial institutions and listed companies than exists
in the U.S. Commission rates in foreign countries, which are generally fixed
rather than subject to negotiation as in the U.S., are likely to be higher.
These factors could make foreign investments, especially those in developing
countries, more volatile. All of the above issues should be considered before
investing in the Fund.

Lending Portfolio Securities. The Fund may lend portfolio securities to
broker-dealers and other financial institutions in an amount up to one-third of
the value of its total assets, provided that such loans are callable at any
time by the Fund and are at all times secured by collateral held by the Fund at
least equal to the market value, determined daily, of the loaned securities.
The Fund will continue to receive any income on the loaned securities, while
simultaneously earning interest on cash collateral (which will be invested in
short-term debt obligations) or a securities lending fee (in the case of
collateral in the form of U.S. Government Securities).

There may be risks of delay in recovery of the loaned securities and, in
some cases, loss of rights in the collateral should the borrower of the
securities fail financially. Loans of portfolio securities will only be made to
firms considered by Northstar to be creditworthy under guidelines adopted by
the Trustees.

Loan Participations and Assignments. The Fund may invest in loan
participations and loan assignments. A Fund's investment in loan participations
typically will result in the Fund having a contractual relationship only with
the Lender and not with the borrower. The Fund will have the right to receive
payments of principal, interest and any fees to which it is entitled only from
the Lender selling the Participations and only upon receipt by the Lender of
the payments from the borrower. In connection with purchasing Participations,
the Fund generally will have no right to enforce compliance by the borrower
with the terms of the loan agreement relating to the Loan, nor any right of
set-off against the borrower, and the Fund may not directly benefit from any
collateral supporting the Loan in which it has purchased the Participation. As
a result, the Fund may be subject to the credit risk of both the borrower and
the Lender that is selling the Participation. In the event of the insolvency of
the Lender selling a Participation, the Fund may be treated as a general
creditor of the Lender and may not benefit from any set-off between the Lender
and the borrower.

When a Fund purchases a loan assignment from Lenders, it will acquire
direct rights against the borrowers on the Loan. Because Assignments are
arranged through private negotiations between potential assignees and potential
assignors, however, the rights and obligations acquired by the Fund as the
purchaser of an Assignment may differ from, and be more limited than, those
held by the assigning Lender. Because there is no liquid market for such
securities, the Fund anticipates that such securities could be sold only to a
limited number of institutional investors. The lack of a liquid secondary
market may have an adverse impact on the value of such securities and a Fund's
ability to dispose of particular assignments or participations when necessary
to meet redemptions of Fund shares, to meet the Fund's liquidity needs or when
necessary in response to a specific economic event, such as deterioration in
the creditworthiness of the borrower. The lack of a liquid secondary market for
assignments and participations also may make it more difficult for a Fund to
value these securities for purposes of calculating its net asset value.

Options -- In General. The Fund may purchase and write (i.e., sell) call
or put options with respect to specific securities. A call option gives the
purchaser of the option the right to buy, and obligates the writer to sell, the
underlying security or securities at the exercise price at any time during the
option period, or at a specific date. Conversely, a put option gives the
purchaser of the option the right to sell, and obligates the writer to buy, the
underlying security or securities at the exercise price at any time during the
option period.

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A covered call option written by a Fund is a call option with respect to
which the Fund owns the underlying security or otherwise covers the transaction
by segregating cash or other securities. A put option written by a Fund is
covered when, among other things, cash or liquid securities having a value
equal to or greater than the exercise price of the option are placed in a
segregated account with the Fund's custodian to fulfill the obligation
undertaken. The principal reason for writing covered call and put options is to
realize, through the receipt of premiums, a greater return than would be
realized on the underlying securities alone. The Fund receives a premium from
writing covered call or put options which it retains whether or not the option
is exercised.

There is no assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any particular option
or at any particular time, and for some options no such secondary market may
exist. A liquid secondary market in an option may cease to exist for a variety
of reasons. In the past, for example, higher than anticipated trading activity
or order flow, or other unforeseen events, at times have rendered certain of
the clearing facilities inadequate and resulted in the institution of special
procedures, such as trading rotations, restrictions on certain types of orders
or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. If, as a
covered call option writer, the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.

Specific Options Transactions. The Fund may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of specific
securities) or stock indices listed on national securities exchanges or traded
in the over-the-counter market. An option on a stock index is similar to an
option in respect of specific securities, except that settlement does not occur
by delivery of the securities comprising the index. Instead, the option holder
receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in
the case of a put, the exercise price of the option. Thus, the effectiveness of
purchasing or writing stock index options will depend upon price movements in
the level of the index rather than the price of a particular stock.

The Fund may purchase and sell call and put options on foreign currency.
These options convey the right to buy or sell the underlying currency at a
price which is expected to be lower or higher than the spot price of the
currency at the time the option is exercised or expires.

The Fund may purchase cash-settlement options on interest rate swaps,
interest rate swaps denominated in foreign currency and equity index swaps in
pursuit of its investment objective. Interest rate swaps involve the exchange
by the Fund with another party of their respective commitments to pay or
receive interest (for example, an exchange of floating-rate payments for
fixed-rate payments) denominated in U.S. dollars or foreign currency. Equity
index swaps involve the exchange by the Fund with another party of cash flows
based upon the performance of an index or a portion of an index of securities
which usually includes dividends. A cash-settled option on a swap gives the
purchaser the right, but not the obligation, in return for the premium paid, to
receive an amount of cash equal to the value of the underlying swap as of the
exercise date. These options typically are purchased in privately negotiated
transactions from financial institutions, including securities brokerage firms.

Successful use by the Fund of options will be subject to the ability of
Northstar to predict correctly movements in the prices of individual stocks,
the stock market generally, foreign currencies or interest rates. To the extent
the Manager's predictions are incorrect, the Fund may incur losses.

Repurchase Agreements. Repurchase agreements are agreements under which a
Fund buys a money market instrument and obtains a simultaneous commitment from
the seller to repurchase the instrument at a specified time and at an agreed
upon yield. Northstar will use standards set by the Fund's Trustees in
reviewing the creditworthiness of parties to repurchase agreements with such
Fund. In addition, no more than an aggregate of 15% of the Fund's net assets,
at the time of investment, will be invested in illiquid investments, including
repurchase agreements having maturities longer than seven days. In the event of
failure of the executing bank or broker-dealer, the Fund could experience some
delay in obtaining direct ownership of the underlying collateral and might
incur a loss if the value of the security should decline, as well as costs in
disposing of the security.

As an alternative to using repurchase agreements, the Fund may, from time
to time, invest up to 10% of its assets in money market investment companies
sponsored by a third party for short-term liquidity purposes. Such investments
are subject to the non-fundamental investment limitations described herein.

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<PAGE>

Reverse Repurchase Agreements and Dollar Roll Agreements. The Fund may
enter into reverse repurchase agreements and dollar roll agreements. Under a
reverse repurchase agreement or a dollar roll agreement, a Fund sells
securities and agrees to repurchase them, or substantially similar securities
in the case of a dollar roll agreement, at a mutually agreed upon date and
price. At the time the Fund enters into a reverse repurchase or dollar roll
agreement, it will establish and maintain a segregated account with its
custodian, containing cash, U.S. Government Securities, or other liquid assets
from its portfolio, having a value not less than the repurchase price
(including accrued interest). The Fund does not account for dollar rolls as a
borrowing.

These agreements may involve the risk that the market value of the
securities to be repurchased by the Fund may decline below the price at which
the Fund is obligated to repurchase. Also, in the event the buyer of securities
under a reverse repurchase agreement or a dollar roll agreement files for
bankruptcy or becomes insolvent, such buyer or its trustee or receiver may
receive an extension of time to determine whether to enforce the Fund's
obligation to repurchase the securities, and the Fund's use of the proceeds of
the reverse repurchase agreement or the dollar roll agreement may effectively
be restricted pending such a decision.

Short Sales. The Fund may make short sales "against the box." A short-sale
is a transaction in which a party sells a security it does not own in
anticipation of decline in the market value of that security. A short sale is
"against the box" to the extent that the Fund contemporaneously owns or has the
right to obtain securities identical to those sold short. When the Fund makes a
short sale, it must borrow the security sold short and deliver it to the
broker-dealer through which it made the short sale as collateral for its
obligation to deliver the security upon conclusion of the sale. The Fund may
have to pay a fee to borrow particular securities, and is often obligated to
pay over any accrued interest on such borrowed securities.

Small and Medium Companies. The Fund may invest a portion of its assets in
small and medium companies. While small and medium companies generally have the
potential for rapid growth, investments in small and medium companies often
involve greater risks than investments in larger, more established companies
because small and medium companies may lack the management experience,
financial resources, product diversification, and competitive strengths of
larger companies. In addition, in many instances the securities of small and
medium companies are traded only OTC or on a regional securities exchange, and
the frequency and volume of their trading is substantially less than is typical
of larger companies. Therefore, the securities of small and medium companies
may be subject to greater and more abrupt price fluctuations. When making large
sales, the Fund may have to sell portfolio holdings at discounts from quoted
prices or may have to make a series of small sales over an extended period of
time due to the trading volume of small and medium company securities.
Investors should be aware that, based on the foregoing factors, an investment
in the Fund may be subject to greater price fluctuations than an investment in
a Fund that invests primarily in larger, more established companies.
Northstar's research efforts may also play a greater role in selecting
securities for the Fund than in a Fund that invests in larger, more established
companies.

Zero Coupon Securities. Zero coupon securities are fixed income securities
that have been stripped of their unmatured interest coupons. Zero coupon
securities are sold at a (usually substantial) discount and redeemed at face
value at their maturity date without interim cash payments of interest or
principal. The amount of this discount is accredited over the life of the
security, and the accretion constitutes the income earned on the security for
both accounting and tax purposes. Because of these features, the market prices
of zero coupon securities are generally more volatile than the market prices of
securities that have a similar maturity but that pay interest periodically.
Zero coupon securities are likely to respond to a greater degree to interest
rate changes than are non-zero coupon securities with similar maturity and
credit qualities. The Fund may invest a portion of its total assets in "zero
coupon" Treasury securities, which consist of Treasury bills or stripped
interest or principal components of U.S. Treasury bonds or notes.

Zero coupon Treasury bonds or notes consist of stripped interest or
principal components held in STRIPS form issued through the U.S. Treasury's
STRIPS program, which permits the beneficial ownership of the component to be
recorded directly in the Treasury book-entry system. The Fund may also purchase
custodial receipts evidencing beneficial ownership of direct interests in
component parts of U.S. Treasury bonds or notes held by a bank in a custodian
or trust account.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

Northstar places orders for the purchase and sale of the Fund's
securities, supervises their execution and negotiates brokerage commissions on
behalf of the Fund. It is the practice of Northstar to seek the best prices and
best execution of orders and to negotiate brokerage commissions that in the
Adviser's opinion, are reasonable in relation to the value of the brokerage and
research services provided by the executing broker. Northstar seeks to obtain
fair commission rates from brokers. If the execution is satisfactory and if the
requested rate charged by a broker approximates rates currently being quoted by

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<PAGE>

the other brokers selected by Northstar, the rate is generally deemed by
Northstar to be reasonable. Some brokers may be paid higher rates of commission
if all or a portion of the securities involved in the transaction are
positioned by the broker, if the broker believes it has brought the Fund an
unusually favorable trading opportunity, or if the broker's research services
have special value and payment of such commissions is authorized by Northstar
after the transaction has been consummated. If Northstar more than occasionally
differs with the broker's appraisal of opportunity or value, the broker would
not be selected to execute trades in the future. Northstar believes that the
Fund benefits with a securities industry comprised of many and diverse firms
and that the long term interest of shareholders of the Fund is best served by
its brokerage policies that include paying a fair commission, rather than
seeking to exploit its leverage to force the lowest possible commission rate.
Over-the-counter purchases and sales are transacted directly with
market-makers, except in those circumstances where, in the opinion of
Northstar, better prices and execution are available elsewhere.

Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)")
permits an investment adviser, under certain circumstances to cause an account
to pay a broker or dealer a commission for effecting a transaction in excess of
the amount of commission another broker or dealer would have charged for
effecting the transaction in recognition of the value of the brokerage and
research services provided by the broker or dealer. Brokerage and research
services include (1) furnishing advice as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; (2)
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy, and the performance of
accounts; and (3) effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement, and custody).

Northstar has informal arrangements with various brokers whereby, in
consideration for providing research services and subject to Section 28(e),
Northstar allocates brokerage to those firms, provided that the value of any
research and brokerage services was reasonable in relationship to the amount of
commission paid and was subject to best execution. In no case will Northstar
make binding commitments as to the level of brokerage commissions it will
allocate to a broker, nor will it commit to pay cash if any informal targets
are not met.

In general terms, the nature of research services provided by brokers
encompasses statistical and background information, and forecasts and
interpretations with respect to U.S. and foreign economies, U.S. and foreign
money markets, fixed income markets and equity markets, specific industry
groups and individual issues. Research services will vary from firm to firm,
with broadest coverage generally from the large full-line firms. Smaller firms,
in general, tend to provide information and interpretations on a smaller scale,
frequently with a regional emphasis. In addition, several firms monitor
federal, state, local and foreign political developments; many of the brokers
also provide access to outside consultants. The outside research assistance is
particularly useful to the Adviser's staff, since the brokers, as a group, tend
to monitor a broader universe of securities and other matters than the
Adviser's staff can follow. In addition, the outside research provides
Northstar with a diverse perspective on financial markets. Research and
investment information is provided by these and other brokers at no cost to
Northstar and is available for the benefit of other accounts advised by
Northstar and its affiliates; and not all of this information will be used in
connection with the Fund. While this information may be useful in varying
degrees and may tend to reduce the Adviser's expenses, it is not possible to
estimate its value, and, in the opinion of Northstar, it does not reduce the
Adviser's expenses by a determinable amount. The extent to which Northstar
makes use of statistical, research and other services furnished by brokers is
considered by Northstar in the allocation of brokerage business, but there is
no formula by which such business is allocated. Northstar does so in accordance
with its judgment of the best interests of the Fund and its shareholders.

Purchases and sales of fixed income securities will usually be principal
transactions. Such securities often will be purchased or sold from or to
dealers serving as market makers for the securities at a net price. The Fund
will also purchase such securities in underwritten offerings and will, on
occasion, purchase securities directly from the issuer. Generally, fixed income
securities are traded on a net basis and do not involve brokerage commissions.
The cost of executing fixed income securities transactions consists primarily
of dealer spreads and underwriting commissions.

In purchasing and selling fixed income securities, it is the policy of the
Fund to obtain the best results, while taking into account the dealer's general
execution and operational facilities, the type of transaction involved and
other factors, such as the dealer's risk in positioning the securities
involved. While Northstar generally seeks reasonably competitive spreads or
commissions, the Fund will not necessarily pay the lowest spread or commission
available.

The Fund may, under circumstances in which two or more dealers are in a
position to offer comparable results, give preference to a dealer that has
provided statistical or other research services to the Fund. By allocating
transactions in this manner, Northstar is able to supplement its research and
analysis with the views and information of other securities firms.

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<PAGE>

A change in securities held in the portfolio of the Fund is known as
"Portfolio Turnover" and may involve the payment by the Fund of dealer mark-ups
or brokerage or underwriting commissions and other transaction costs on the
sale of securities, as well as on the reinvestment of the proceeds in other
securities. Portfolio turnover rate for a fiscal year is the percentage
determined by dividing the lesser of the cost of purchases or proceeds from
sales of portfolio securities by the average of the value of portfolio
securities during such year, all excluding securities whose maturities at
acquisition were one year or less. A 100% annual turnover rate would occur, for
example, if all the securities in the portfolio were replaced once in a period
of one year. The Fund cannot accurately predict its portfolio turnover rate,
but Northstar anticipates that the Fund's rate will exceed 150% under normal
market conditions. The Fund's portfolio turnover rate may be higher than that
described above if the Fund finds it necessary to significantly change its
portfolio to adopt a temporary defensive position or respond to economic or
market events. A high turnover rate would increase commission expenses and may
involve realization of gains that would be taxable to shareholders.

The placement of portfolio transactions with broker-dealers who sell
shares of the Fund is subject to rules adopted by the National Association of
Securities Dealers, Inc. ("NASD").

SERVICES OF NORTHSTAR, THE SUB-ADVISER AND THE ADMINISTRATOR

Pursuant to an Investment Advisory Agreement with the Fund, Northstar
Investment Management Corporation acts as the Investment Adviser to the Fund.
In this capacity, Northstar, subject to the authority of the Trustees of the
Northstar Equity Trust (the "Trust") is responsible for furnishing continuous
investment supervision to the Fund and is responsible for the management of the
Fund's portfolio.

Northstar is an indirect, wholly-owned subsidiary of ReliaStar Financial
Corp. ("ReliaStar"). ReliaStar is a publicly traded holding company whose
subsidiaries specialize in the life insurance business. Through ReliaStar Life
Insurance Company ("ReliaStar Life") and other subsidiaries, ReliaStar issues
and distributes individual life insurance and annuities, group life and health
insurance and life and health reinsurance, and provides related investment
management services. The address of Northstar is 300 First Stamford Place,
Stamford, Connecticut 06902. The address of ReliaStar is 20 Washington Avenue
South, Minneapolis, Minnesota 55401.

Northstar charges a fee under the Investment Advisory Agreement to the
Fund at an annual rate of 0.70% of the Fund's average daily net assets. This
fee is accrued daily and payable monthly.

The Investment Advisory Agreement for the Fund was originally approved by
the Trustees of the Trust on behalf of the Fund on _______, 1998, and by the
sole Shareholder of the Northstar _____ Fund on __________, 1998. The Investment
Advisory Agreement will continue in effect for a period of two years and
annually thereafter if specifically approved annually by (a) the Trustees,
acting separately on behalf of the Fund, including a majority of the
Disinterested Trustees, or (b) a majority of the outstanding voting securities
of the Fund as defined in the 1940 Act.

The Fund's Investment Advisory Agreement may be terminated, without
penalty and at any time, by a similar vote upon not more than 60 days nor less
than 30 days written notice by Northstar, the Trustees, or a majority of the
outstanding voting securities of the Fund as defined in the 1940 Act. The
agreement will automatically terminate in the event of its assignment, as
defined in Section 2(a)(4) of the 1940 Act.

Pursuant to a Sub-Advisory Agreement between Northstar and J.P. Morgan
Investment Management Inc., dated ___________, 1998, J.P. Morgan acts as
sub-adviser to the Fund. In this capacity, J.P. Morgan, subject to the
supervision and control of Northstar and the Trustees of the Fund, will manage
the Fund's portfolio investments, consistently with the Fund's investment
objective, and will execute any of the Fund's investment policies that it deems
appropriate to utilize from time to time. Fees payable under the Sub-Advisory
Agreement will accrue daily and be paid monthly by Northstar. As compensation
for its services, Northstar will pay J.P. Morgan at the annual rate of 0.20% of
the average daily net assets of the Fund. J.P. Morgan's address is 522 Fifth
Avenue, New York, New York 10036. The Sub-Advisory Agreement for the Fund was
approved by the Trustees of Trust on behalf of the Fund on ____, 1998. The
Sub-Advisory Agreement may be terminated without payment of any penalty by
Northstar. J.P. Morgan, the Trustees of the Trust on behalf of the Fund, or the
shareholders of the Fund on not more than 60 days and not less than 30 days
prior written notice. Otherwise, the Sub-Advisory Agreement will remain in
effect for two years and will, thereafter, continue in effect from year to year,
subject to the annual approval of the Trustees of the Trust on behalf of the
Fund, or the vote of a majority of the outstanding voting securities of the
Fund, and the vote, cast in person at a meeting duly called and held, of a
majority of the Trustees of the Fund who are not parties to the Sub-Advisory
Agreement or "interested persons" (as defined in the 1940 Act) of any such
Party.

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<PAGE>

Northstar Administrators Corporation serves as administrator for the Fund,
pursuant to an Administrative Services Agreement with the Trust. Subject to the
supervision of the Board of Trustees, the Administrator provides the overall
business management and administrative services necessary to the proper conduct
of the Fund's business, except for those services performed by Northstar under
the Investment Advisory Agreement, the custodian for the Fund under the
Custodian Agreement, the transfer agent for the Fund under the Transfer Agency
Agreement, and such other service providers as may be retained by the Fund from
time to time. The Administrator acts as liaison among these service providers
to the Fund. The Administrator is also responsible for ensuring that the Fund
operates in compliance with applicable legal requirements and for monitoring
Northstar for compliance with requirements under applicable law and with the
investment policies and restrictions of the Fund. The Administrator is an
affiliate of Northstar. The address of the Administrator is: 300 First Stamford
Place, Stamford, Connecticut 06902.

The Administrative Services Agreement was approved by the Trustees of the
Trust on behalf of the Fund on ________, 1998, and will continue in effect for a
period of two years and annually thereafter if such continuance is approved
annually by a majority of the Trustees of the Trust.

The Administrator's fee is accrued daily against the value of the Fund's
net assets and is payable by the Fund monthly at an annual rate of 0.10% of the
Fund's average daily net assets. In addition, the Administrator charges an
annual account fee of $5.00 for each account of beneficial owners of shares of
the Fund for providing certain shareholder services and assisting broker-dealer
shareholder accounts.

NET ASSET VALUE

Equity securities are valued at the last sale price on the exchange or in
the principal OTC market in which such securities are being valued, or lacking
any sales, at the last available bid price. Prices of long-term debt securities
are valued on the basis of last reported sales price, or if no sales are
reported, the value is determined based upon the mean of representative quoted
bid or asked prices for such securities obtained from a quotation reporting
system or from established market makers, or at prices for securities of
comparable maturity, quality and type. Securities (including OTC options) for
which market quotations are not readily available and other assets are valued
at their fair value as determined by or under the direction of the Trustees.
Such fair value may be determined by various methods, including utilizing
information furnished by pricing services that determine calculations for such
securities using methods based, among other things, upon market transactions
for comparable securities and various relationships between securities that are
generally recognized as relevant.

The net asset value of the Fund's shares fluctuates and is determined
separately for each class as of the close of regular trading on the New York
Stock Exchange (usually 4:00 p.m. Eastern Time), on each business day that the
Exchange is open. Net asset value per share is computed by determining the
value of the Fund's assets (securities held plus cash and other assets,
including dividend and interest accrued but not received) less all liabilities
of the Fund (including accrued expenses other than class specific expenses),
and dividing the result by the total number of shares outstanding at such time.
The specific expenses borne by each class of shares will be deducted from that
class and will result in different net asset values and dividends. The net
asset value per share of the Class B and Class C shares of the Fund will
generally be lower than that of the Class A shares because of the higher class
specific expenses borne by each of the Class B and Class C shares.

Under normal market conditions, daily prices for securities are obtained
from independent pricing services, determined by them in accordance with the
registration statement for the Fund. Securities are valued at market value or,
if a market quotation is not readily available, at their fair value, determined
in good faith under procedures established by and under the supervision of the
Trustees. Money market instruments maturing within 60 days are valued using the
amortized cost method of valuation. This involves valuing a security at cost on
the date of acquisition and thereafter assuming a constant accretion of a
discount or amortization of a premium to maturity, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price the
Fund would receive if it sold the instrument. See "How Net Asset Value is
Determined" in the Prospectus.

PURCHASES AND REDEMPTIONS

Shares issued pursuant to the automatic reinvestment of income dividends
or capital gains distributions are not subject to a front-end or contingent
deferred sales load. There is no sales charge for qualified persons. "Qualified
Persons" are the following (a) active or retired Trustees, Directors, Officers,
Partners or Employees (including immediate family) of (i) Northstar or any of
its affiliated companies, (ii) the Fund or any Northstar affiliated investment
company or (iii) dealers

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<PAGE>

having a sales agreement with the Underwriter, (b) trustees or custodians of
any qualified retirement plan or IRA established for the benefit of a person in
(a) above; (c) dealers, brokers or registered investment advisers that have
entered into an agreement with the Underwriter providing for the use of shares
of the Fund in particular investment products such as "wrap accounts" or other
similar managed accounts for the benefit of the clients of such brokers,
dealers and registered investment advisers, and (d) pension, profit sharing or
other benefit plans created pursuant to a plan qualified under Section 401 of
the Code or plans under Section 457 of the Code, provided that such shares are
purchased by an employer sponsored plan with at least 50 eligible employees and
(e) service providers of (i) Northstar or any of its affiliated companies or
(ii) the Fund or any Northstar affiliated investment company and (f) Brandes
employees, officers and partners. Class A shares of the Fund may be purchased
at net asset value, through a dealer, where the amount invested represents
redemption proceeds from another open-end fund sold with a sales load and the
same or similar investment objective, and provided the following conditions are
met: such redemption occurred no more than 60 days prior to the purchase of
shares of the Fund, the redeemed shares were held for at least six months prior
to redemption, and the proceeds of the redemption are sent directly to
Northstar or its agent, or maintained in cash or a money market fund. No
commissions will be paid to dealers in connection with such purchases. There is
also no initial sales charge for "Purchasers" (defined below) if the initial
amount invested in the Fund is at least $1,000,000 or the Purchaser signs a
$1,000,000 Letter of Intent, as hereinafter defined.

Reduced Sales Charges on Class A Shares. Investors choosing the initial
sales alternative may under certain circumstances be entitled to pay reduced
sales charges. The sales charge varies with the size of the purchase and
reduced charges apply to the aggregate of purchases of the Fund made at one
time by any "Purchaser," which term includes (i) an individual and his/her
spouse and their children under the age of 21, (ii) a trustee or fiduciary
purchasing for a single trust, estate or single fiduciary account (including
IRAs, pension, profit-sharing or other employee benefit trusts created pursuant
to a plan qualified under Section 401 of the Code, a Simplified Employee
Pension ("SEP"), Salary Reduction and other Elective Simplified Employee
Pension Accounts ("SARSEP")) and 403(b) and 457 plans, although more than one
beneficiary or participant is involved; and (iii) any other organized group of
persons, whether incorporated or not, provided the organization has been in
existence for at least six months and has some purpose other than the purchase
at a discount of redeemable securities of a registered investment company. The
circumstances under which "Purchasers" may pay reduced sales charges are
described in the Prospectus.

Redemptions. The right to redeem shares may be suspended and payment
therefore postponed during periods when the New York Stock Exchange is closed,
other than customary weekend and holiday closings, or, if permitted by rules of
the SEC, during periods when trading on the Exchange is restricted, or during
any emergency that makes it impracticable for the Fund to dispose of its
securities or to determine fairly the value of its net assets or during any
other period permitted by order of the SEC for the protection of investors.
Furthermore, the Transfer Agent will not mail redemption proceeds until checks
received for shares purchased have cleared, but payment will be forwarded
immediately upon the funds becoming available. Class B and Class C shareholders
will be subject to the applicable deferred sales charge, if any, for their
shares at the time of redemption.

Exchanges. The following conditions must be met for all exchanges among
the Fund, other Northstar funds and the Cash Management Fund and the Money
Market Portfolio: (i) the shares that will be acquired in the exchange (the
"Acquired Shares") are available for sale in the shareholder's state of
residence; (ii) the Acquired shares will be registered to the same shareholder
account as the shares to be surrendered (the "Exchanged Shares"); (iii) the
Exchanged Shares must have been held in the shareholder's account for at least
30 days prior to the exchange; (iv) except for exchanges into the Cash
Management Fund, the account value of the Fund whose shares are to be acquired
must equal or exceed the minimum initial investment amount required by that
Fund after the exchange is implemented; and (v) a properly executed exchange
request has been received by the Transfer Agent.

The Fund reserves the right to delay the actual purchase of the Acquired
Shares for up to five business days if it determines that it would be
disadvantaged by an immediate transfer of proceeds from the redemption of
Exchanged Shares. Normally, however, the redemption of Exchanged Shares and the
purchase of Acquired Shares will take place on the day that the exchange
request is received in proper form. The Fund reserves the right to terminate or
modify its exchange privileges at any time upon prominent notice to
shareholders. Such notice will be given at least 60 days in advance. It is the
policy of Northstar to discourage and prevent frequent trading by shareholders
among the Funds in response to market fluctuations. Accordingly, in order to
maintain a stable asset base in each Fund and to reduce administrative expenses
borne by each Fund, Northstar generally restricts shareholders to a maximum of
six exchanges across the Northstar Fund complex each calendar year. If a
shareholder exceeds this limit, future exchange requests may be denied.

11
<PAGE>

Conversion Feature. Class B shares of the Fund will automatically convert
to Class A shares without a sales charge at the relative net asset values of
each of the classes after eight years from the acquisition of the Class B
shares, and as a result, will thereafter be subject to the lower distribution
fee (but same service fee) under the Class A Rule 12b-1 plan for the Fund.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The Fund intends to qualify each year as a regulated investment company
under Subchapter M of the Internal Revenue Code (the "Code"). In order to so
qualify, the Fund must, among other things, (i) derive each taxable year at
least 90% of its gross income from dividends, interest, payments with respect
to certain securities loans, gains from the sale of securities or foreign
currencies, or other income (including but not limited to gains from options,
futures or forward contracts) derived with respect to its business of investing
in stock, securities or currencies; (ii) derive less than 30% of its gross
income each taxable year from the sale or other disposition of certain assets,
including securities, held for less than three months (the "30% Limitation");
and (iii) at the end of each quarter of the taxable year maintain at least 50%
of the value of its total assets in cash, government securities, securities of
other regulated investment companies, and other securities of issuers that
represent, with respect to each issuer, no more than 5% the value of the Fund's
total assets and 10% of the outstanding voting securities of such issuer, and
with no more than 25% of its assets invested in the securities (other than
those of the U.S. Government or other regulated investment companies) of any
one issuer or of two or more issuers that the Fund controls and that are
engaged in the same, similar or related trades and businesses. As a regulated
investment company, the Fund generally will not be subject to federal income
tax on its income and gains that it distributes to shareholders, if at least
90% of its investment company taxable income (which includes dividends,
interest and the excess of any short-term capital gains over long-term capital
losses) for the taxable year is distributed.

An excise tax at the rate of 4% will be imposed on the excess, if any, of
the Fund's "required distribution" over actual distributions in any calendar
year. Generally, the "required distribution" is 98% of a Fund's ordinary income
for the calendar year plus 98% of its capital gain net income recognized during
the one-year period ending on October 31 plus undistributed amounts from prior
years. The Fund intends to make distributions sufficient to avoid imposition of
the excise tax. A distribution will be treated as paid on December 31 of the
current calendar year if it is declared by the Fund during October, November or
December of the year with a record date in such a month and paid by the Fund
during January of the following year. Such distributions will be taxable as if
received on December 31 in the year they are declared by the Fund, rather than
the year in which they are received.

The taxation of equity options and OTC options on debt securities is
governed by Code section 1234. Pursuant to Code section 1234, the premium
received by a Fund for selling a put or call option is not included in income
at the time of receipt. If the option expires, the premium is a short-term
capital gain to the Fund. If the Fund enters into a closing transaction, the
difference between the amount paid to close out its position and the premium
received is a short-term capital gain or loss. If a call option written by a
Fund is exercised, thereby requiring the Fund to sell the underlying security,
the premium will increase the amount realized upon the sale of such security
and any resulting gain or loss will be a capital gain or loss, and will be
long-term or short-term depending upon the holding period of the security. With
respect to a put or call option that is purchased by a Fund, if the option is
sold, any resulting gain or loss will be a capital gain or loss, and will be
long-term or short-term, depending upon the holding period of the option. If
the option expires, the resulting loss is a capital loss and is long-term or
short-term, depending upon the holding period of the option. If the option is
exercised, the cost of the option, in the case of a call option, is added to
the basis of the purchased security and, in the case of a put option, reduces
the amount realized on the underlying security in determining the gain or loss.

Certain options, futures contracts and forward contracts in which the Fund
may invest are "section 1256 contracts." Gains or losses on section 1256
contracts are generally considered 60% long-term and 40% short-term capital
gains or losses ("60/40 gains or losses"); however, foreign currency gains or
losses (as discussed below) arising from certain section 1256 contracts may be
treated as ordinary income or loss. Also, section 1256 contracts held by a Fund
at the end of each taxable year (and, generally, for purposes of the 4% excise
tax, on October 31 of each year) are treated as sold on such date at fair
market value, resulting in unrealized gains or losses being treated as though
they were realized.

12
<PAGE>

with respect to hedging transactions. If the Fund makes any of the elections,
the amount, character and timing of the recognition of gains or losses from the
affected positions will be determined under rules that vary according to the
elections made.

Under the Code, gains or losses attributable to fluctuations in exchange
rates that occur between the time a Fund accrues interest or other receivables,
or accrues expenses or other liabilities, denominated in a foreign currency and
the time the Fund actually collects such receivables, or pays such liabilities,
generally are treated as ordinary income or ordinary loss. Similarly, on
disposition of debt securities denominated in a foreign currency and certain
options, futures and forward contracts, gains or losses attributable to
fluctuations in the value of foreign currency between the date of acquisition
of the security or contract and the date of disposition also are treated as
ordinary gain or loss. These gains or losses, referred to under the Code as
"section 988" gains or losses, may increase or decrease the amount of a Fund's
investment company taxable income to be distributed to its shareholders as
ordinary income.

A Fund will not realize a gain or loss on a short sale of a security until
it closes the transaction by delivering the borrowed security to the lender.
All or a portion of any gain arising from a short sale may be treated as
short-term capital gain, regardless of the period for which the Fund held the
security used to close the short sale. In addition, the Fund's holding period
for any security that is substantially identical to that which is sold short
may be reduced or eliminated as a result of the short sale.

Investments by the Fund in zero coupon securities will result in income to
the Fund equal to a portion of the excess of the face value of the securities
over their issue price (the "original issue discount") each year that the
securities are held, even though the Fund receives no cash interest payments.
This income is included in determining the amount of income that the Fund must
distribute to maintain its status as a regulated investment company and to
avoid the payment of federal income tax and the 4% excise tax. If the Fund
invests in certain high yield original issue discount obligations issued by
corporations, a portion of the original issue discount accruing on the
obligations may be eligible for the deduction for dividends received by
corporations. In such event, a portion of the dividends of investment company
taxable income received from the Fund by its corporate shareholders may be
eligible for this deduction.

Gains derived by the Fund from the disposition of any market discount
bonds (i.e., bonds purchased other than at original issue, where the face value
of the bonds exceeds their purchase price) held by the Fund will be taxed as
ordinary income to the extent of the accrued market discount on the bonds,
unless the Fund elects to include the market discount in income as it accrues.

If the Fund invests in stock of certain foreign corporations that generate
largely passive investment-type income, or which hold a significant percentage
of assets that generate such income (referred to as "passive foreign investment
companies" or "PFICs"), these investments would be subject to special tax rules
designed to prevent deferral of U.S. taxation of the Fund's share of the PFIC's
earnings. In the absence of certain elections to report these earnings on a
current basis, regardless of whether the Fund actually receives any
distributions from the PFIC, investors in the Fund would be required to report
certain "excess distributions" from, and any gains from the disposition of
stock of, the PFIC as ordinary income. This ordinary income would be allocated
ratably to the Fund's holding period for the stock. Any amounts allocated to
prior years would be taxable at the highest rate of tax applicable in that
year, increased by an interest charge determined as though the amounts were
underpayments of tax.

Income received by the Fund from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries. If more than
50% of the value of the Fund's total assets at the close of its taxable year
consists of securities of foreign corporations, the Fund will be eligible and
may elect to "pass through" to the Fund's shareholders the amount of foreign
taxes paid by the Fund. Pursuant to this election, a shareholder will be
required to include in gross income (in addition to dividends actually
received) its pro rata share of the foreign taxes paid by the Fund, and may be
entitled either to deduct its pro rata share of the foreign taxes in computing
its taxable income or to use the amount as a foreign tax credit against its
U.S. Federal income tax liability, subject to limitations. Each shareholder
will be notified within 60 days after the close of the Fund's taxable year
whether the foreign taxes paid by the Fund will "pass through" for that year.
If the Fund is not eligible to make the election to "pass through" to its
shareholders its foreign taxes, the foreign taxes it pays will reduce its
investment company taxable income and distributions by the Fund will be treated
as U.S. source income.

13
<PAGE>

derived from U.S. sources and certain currency fluctuation gains, including
fluctuation gains from foreign currency denominated debt securities,
receivables and payables, and options, futures and forward transactions, will
be treated as ordinary income derived from U.S. sources. The limitation on the
foreign tax credit is applied separately to foreign source passive income (as
defined for purposes of the foreign tax credit), including the foreign source
passive income passed through by the Fund.

The current position of the Internal Revenue Service (the "IRS") generally
is to treat a regulated investment company as owning its proportionate share of
the income and assets of any partnership in which it is a partner, in applying
the 90% qualifying income requirement, the 30% Limitation and the asset
diversification requirements that, as described above, the Fund must satisfy to
qualify as a regulated investment company under the Code. These requirements
may limit the extent to which the Fund may invest in limited partnerships,
especially in the case of limited partnerships that do not primarily invest in
a diversified portfolio of stocks and securities.

Dividends paid out of the Fund's investment company taxable income will be
taxable to a U.S. shareholder as ordinary income. If a portion of the Fund's
income consists of dividends paid by U.S. corporations, a portion of the
dividends paid by the Fund may be eligible for the corporate dividends-received
deduction. Distributions of net capital gains (the excess of net long-term
capital gains over net short-term capital losses), if any, designated as
capital gain dividends are taxable as long-term capital gains, regardless of
how long the shareholder has held the Fund's shares, and are not eligible for
the dividends-received deduction. Shareholders receiving distributions in the
form of additional shares, rather than cash, generally will have a cost basis
in each such share equal to the net asset value of a share of the Fund on the
reinvestment date. A distribution of an amount in excess of the Fund's current
and accumulated earnings and profits will be treated by a shareholder as a
return of capital that is applied against and reduces the shareholder's basis
in his or her shares. To the extent that the amount of any such distribution
exceeds the shareholder's basis in his or her shares, the excess will be
treated by the shareholder as a gain from a sale or exchange of the shares.
Shareholders will be notified annually as to the U.S. federal tax status of
distributions, and shareholders receiving distributions in the form of
additional shares will receive a report as to the net asset value of those
shares.

Upon the sale or other disposition of shares of the Fund, a shareholder
may realize a capital gain or loss that will be long-term or short-term,
generally depending upon the shareholder's holding period for the shares. Any
loss realized on a sale or exchange will be disallowed to the extent the shares
disposed of are replaced within a period of 61 days beginning 30 days before
and ending 30 days after disposition of the shares. In such a case, the basis
of the shares acquired will be adjusted to reflect the disallowed loss. Any
loss realized by a shareholder on a disposition of Fund shares held by the
shareholder for six months or less will be treated as a long-term capital loss
to the extent of any distributions of net capital gains received by the
shareholder with respect to such shares.

Under certain circumstances, the sales charge incurred in acquiring shares
of a Fund may not be taken into account in determining the gain or loss on the
disposition of those shares. This rule applies where shares of a Fund
originally acquired with a sales charge are disposed of within 90 days after
the date on which they were acquired and new shares of a regulated investment
company are acquired without a sales charge or at a reduced sales charge. In
that case, the gain or loss realized on the disposition will be determined by
excluding from the tax basis of the shares all or a portion of the sales charge
incurred in acquiring those shares. This exclusion applies to the extent that
the otherwise applicable sales charge with respect to the newly acquired shares
is reduced as a result of the shareholder having incurred a sales charge paid
for the new shares. This rule may be applied to successive acquisitions of
shares of stock.

Distributions by a Fund reduce the net asset value of that Fund's shares.
Should a distribution reduce the net asset value of a share below a
shareholder's cost for the share, such a distribution nevertheless generally
would be taxable to the shareholder as ordinary income or long-term capital
gains, even though, from an investment standpoint, it may constitute a partial
return of capital. In particular, investors should be careful to consider the
tax implications of buying shares just prior to a distribution by a Fund. The
price of shares purchased at that time may include the amount of the
forthcoming distribution, but the distribution generally would be taxable to
them.

Some shareholders may be subject to withholding of Federal income tax on
dividends and redemption payments from a Fund ("backup withholding") at the
rate of 31%. Corporate shareholders and certain other shareholders specified in
the Code generally are exempt from such backup withholding. Generally,
shareholders subject to backup withholding will be (i) those for whom a
certified taxpayer identification number is not on file with a Fund, (ii) those
about whom notification has been received (either by the shareholder or by a
Fund) from the IRS that they are subject to backup withholding or (iii) those
who, to a Fund's knowledge, have furnished an incorrect taxpayer identification
number. Generally, to avoid backup

14
<PAGE>

withholding, an investor must, at the time an account is opened, certify under
penalties of perjury that the taxpayer identification number furnished is
correct and that he or she is not subject to backup withholding.

The foregoing discussion relates solely to U.S. Federal income tax law.
Dividends and distributions also may be subject to state, local and foreign
taxes. Dividends paid by the Fund from income attributable to interest on
obligations of the U.S. Government and certain of its agencies and
instrumentalities may be exempt from state and local taxes in certain states.
Shareholders should consult their tax advisers regarding the possible exclusion
of this portion of their dividends for state and local tax purposes. Non-U.S.
investors also should consult their tax advisers concerning the tax
consequences of ownership of shares of the Fund, including the possibility that
distributions may be subject to a 30% U.S. withholding tax (or a reduced rate
of withholding provided by treaty).

Shareholders of Class A, Class B and Class C shares may direct that income
dividends and capital gain distributions be paid to them through various
options listed in the "How the Fund Pays Distributions -- Distribution Options"
section of the Fund's current Prospectus. If a shareholder selects either of
two such options (that: (a) income dividends be paid in cash and capital gain
distributions be paid in additional shares of the same class of the Fund at net
asset value; or (b) income dividends and capital gain distributions both be
paid in cash), and the dividend/distribution checks cannot be delivered, or, if
such checks remain uncashed for six months, the Fund reserves the right to
reinvest the dividend or distribution in the shareholder's account at the
then-current net asset value and to convert the shareholder's election to
automatic reinvestment in shares of the Fund from which the distributions were
made. The Fund has received from the IRS, rulings to the effect that (i) the
implementation of the multiple class purchase arrangement will not result in
the Fund's dividends or distributions constituting "preferential dividends"
under the Code, and (ii) that any conversion feature associated with a class of
shares does not constitute a taxable event under federal income tax law.

UNDERWRITER AND DISTRIBUTION SERVICES

Pursuant to an Underwriting Agreement, Northstar Distributors, Inc. is the
Underwriter for the Fund and as such conducts a continuous offering pursuant to
a "best efforts" arrangement requiring it to take and pay for only such
securities as may be sold to the public. The Underwriter is an affiliate of the
Adviser and the Administrator.

The Underwriting 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 the Fund,
or by vote of a majority of the Trustees, who are not "interested persons" of
the Fund and who have no direct or indirect financial interest in the operation
of the Plan or in any agreements. The Underwriting Agreements will terminate
automatically in the event of their assignment.

In addition to the amount paid to dealers pursuant to the sales charge
table in the Prospectus, the Underwriter from time to time pays, from its own
resources or pursuant to the Plans, a bonus or other incentive to dealers
(other than the Underwriter) that employ a registered representative who sells
a minimum dollar amount of the shares of the Fund during a specific period of
time. Dealers may not use sales of any of the Fund's shares to qualify for or
participate in such programs to the extent such may be prohibited by a dealer's
internal procedures or by the laws of any state or any self-regulatory agency,
such as the National Association of Securities Dealers, Inc. Such bonuses or
other incentives take the form of payment for travel expenses, including
lodging, incurred in connection with trips taken by qualifying registered
representatives and members of their families to places within or outside the
United States, or other bonuses such as certificates for airline tickets,
dining establishments or the cash equivalent of such bonuses. The Underwriter,
from time to time, reallows all or a portion of the sales charge on Class A
shares, which it normally reallows to individual selling dealers. However, such
additional reallowance generally will be made only when the selling dealer
commits to substantial marketing support such as internal wholesaling through
dedicated personnel, internal communications and mass mailings.

Each Fund has adopted separate distribution plans under Rule 12b-1 of the
1940 Act for each class of shares of the Fund (collectively the "Plans"). The
Plans permit each Fund to compensate the Underwriter in connection with
activities intended to promote the sale of shares of each class of shares of
each Fund.

Pursuant to the Plan for Class A shares, each Fund may compensate the
Underwriter up to 0.30% of average daily net assets of such Fund's Class A
shares. Under the Plans for Class B and Class C shares, each Fund may
compensate the Underwriter up to 1.00% of the average daily net assets
attributable to the respective class of such Fund. Pursuant to the Plan for
Class T shares, each Fund compensates the Underwriter in an amount equal to
0.95% (in the case of Growth Fund, Special Fund, and Strategic Income Fund),
0.75% (in the case of Balance Sheet Opportunities Fund) and 0.65% (in the case
of High Yield Fund and Government Securities Fund) of annual average daily net
assets of such Fund's Class T shares.

15
<PAGE>

However, each of the Class T Plans provides for compensation of up to 1.00% of
annual average daily net assets. Expenditures by the Underwriter under the
Plans shall consist of: (i) commissions to sales personnel for selling shares
of the Funds (including underwriting fees and financing expenses incurred in
connection with the sale of Class B and Class C shares); (ii) compensation,
sales incentives and payments to sales, marketing and service personnel; (iii)
payments to broker-dealers and other financial institutions that have entered
into agreements with the Underwriter in the form of a Dealer Agreement for
Northstar Funds for services rendered in connection with the sale and
distribution of shares of the Funds; (iv) payment of expenses incurred in sales
and promotional activities, including advertising expenditures related to the
Funds; (v) the costs of preparing and distributing promotional materials; (vi)
the cost of printing the Funds' Prospectus and SAI for distribution to
potential investors; and (vii) other activities that are reasonably calculated
to result in the sale of shares of the Funds. With respect to each Class T
Plan, it is anticipated that all of the payments received by the Underwriter
under the Plan will be paid to Advest as compensation for its prior
distribution related and current shareholder servicing related activities in
connection with the Class T Shares.

A portion of the fees paid to the Underwriter pursuant to the 12b-1 plans
not exceeding 0.25% annually of the average daily net assets of each Fund's
shares may be paid as compensation for providing services to each Fund's
shareholders, including assistance in connection with inquiries related to
shareholder accounts (the "Service Fee"). In order to receive Service Fees
under the Plans, participants must meet such qualifications as are established
in the sole discretion of the Underwriter, such as services to each Fund's
shareholders; or services providing each Fund with more efficient methods of
offering shares to coherent groups of clients, members or prospects of a
participant; or services permitting purchases or sales of shares, or
transmission of such purchases or sales by computerized tape or other
electronic equipment; or other processing.

The Plans are designed to be compensation plans and therefore amounts
spent by the distributor in excess of plan limits are not carried over from
year to year for reimbursement. The Plans do, however, contemplate that amounts
paid to the distributor may compensate it for past distribution efforts without
regard to any particular time period.

If the Plans are terminated in accordance with their terms, the
obligations of a Fund to compensate the Underwriter for distribution related
services pursuant to the Plans will cease; however, subject to approval by the
Trustees, including a majority of the independent Trustees, a Fund may continue
to make payments past the date on which each Plan terminates up to the annual
limits set forth in each Plan for the purpose of compensating the Underwriter
for services that were incurred during the term of the Plan.

The Trustees have concluded that there is a reasonable likelihood that the
Plans will benefit each Fund and its shareholders and that the Plans should
result in greater sales and/or fewer redemptions of Fund shares. On a quarterly
basis, the Trustees will review a report on expenditures under the Plans and
the purposes for which expenditures were made. The Trustees will conduct an
additional, more extensive review annually in determining whether the Plans
shall be continued. By their terms, continuation of the Plans from year to year
is contingent on annual approval by a majority of the Trustees acting
separately on behalf of each Fund and by a majority of the Trustees who are not
"interested persons" (as defined in the 1940 Act) and who have no direct or
indirect financial interest in the operation of the Plans or any related
agreements (the "Plan Trustees"). The Plans provide that they may not be
amended to increase materially the costs that a Fund may bear pursuant to the
applicable Plan without approval of the shareholders of the affected Fund and
that other material amendments to the Plans must be approved by a majority of
the Plan Trustees acting separately on behalf of each Fund, by vote cast in
person at a meeting called for the purpose of considering such amendments. The
Plans further provide that while each plan is in effect, the selection and
nomination of Trustees who are not "interested persons" shall be committed to
the discretion of the Trustees who are not "interested persons." A Plan may be
terminated at any time by vote of a majority of the Plan Trustees or a majority
of the outstanding class of shares of the affected Fund to which the Plan
relates.

TRUSTEES AND OFFICERS

The Trustees and principal Officers of the Trust and their business
affiliations for the past five years are set forth below. Unless otherwise
noted, the mailing address of the Trustees and Officers is 300 First Stamford
Place, Stamford, Connecticut 06902.

Paul S. Doherty -- Trustee. Age: 63.
President, Doherty, Wallace, Pillsbury and Murphy, P.C., Attorneys.
Director, Tambrands, Inc. Since October 1993, Trustee of the Northstar
affiliated investment companies.

Robert B. Goode, Jr. -- Trustee. Age: 67.

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<PAGE>

Currently retired. From 1990 to 1991, Chairman of The First Reinsurance
Company of Hartford. From 1987 to 1989, President and Director of American
Skandia Life Assurance Company. Since October 1993, Trustee of the Northstar
affiliated investment companies.

Alan L. Gosule -- Trustee. Age: 57.
Partner, Rogers & Wells. Director, F.L. Putnam Investment Management Co.,
Inc.

Mark L. Lipson* -- Trustee and President. Age: 48.
Director, Chairman and Chief Executive Officer of Northstar and Northstar,
Inc. Director of Northstar Administrators Corporation and Director and Chairman
of Northstar Distributors, Inc., President and Trustee of the Northstar
affiliated investment companies since October 1993. Prior to August, 1993,
Director, President and Chief Executive Officer of National Securities &
Research Corporation and President and Director/Trustee of the National
Affiliated Investment Companies and certain of National's subsidiaries.

Walter H. May -- Trustee. Age: 61.
Retired. Former Senior Executive for Piper Jaffrey, Inc.

David W.C. Putnam -- Trustee. Age: 58.
President, Clerk and Director of F.L. Putnam Securities Company,
Incorporated, F.L. Putnam Investment Management Company, Incorporated,
Interstate Power Company, Inc., Trust Realty Corp. and Bow Ridge Mining Co.;
Director of Anchor Investment Management Corporation; President and Trustee of
Anchor Capital Accumulation Trust, Anchor International Bond Trust, Anchor Gold
and Currency Trust, Anchor Resources and Commodities Trust and Anchor Strategic
Assets Trust.

John R. Smith -- Trustee. Age: 74.
From 1970-1991, Financial Vice President of Boston College; President of
New England Fiduciary Company (financial planning) since 1991; Chairman of
Massachusetts Educational Financing Authority since 1987; Vice Chairman of
Massachusetts Health and Education Authority.

John G. Turner* -- Trustee. Age: 58.
Since May 1993, Chairman and CEO of ReliaStar Financial Corporation and
Northwestern NationalLife Insurance Co. and Chairman of other ReliaStar
Affiliated Insurance Companies since 1995. Since October 1993, Director of
Northstar and affiliates. Prior to May 1993, President and CEO of ReliaStar and
Northwestern National.

David W. Wallace -- Trustee. Age: 73.
Chairman of Putnam Trust Company, Lone Star Industries and FECO Engineered
Systems, Inc. He is also President and Trustee of Robert R. Young Foundation
and Governor of the New York Hospital. Director of UMC Electronics and Zurn
Industries, Inc. Former Chairman and Chief Executive Officer, Todd Shipyards
and Bangor Punta Corporation, and former Chairman and Chief Executive Officer
of National Securities & Research Corporation. Since October 1993, Trustee of
the Northstar affiliated investment companies.

Stephanie L. Beckner -- Vice President and Secretary. Age: 30.
Vice President, Secretary and Counsel of Northstar, Northstar affiliated
companies and Northstar affiliated investment companies.

Thomas Ole Dial -- Vice President. Age: 41.
Executive Vice President and Chief Investment Officer-Fixed Income of
Northstar and Principal, T.D. & Associates, Inc. From 1989 to August 1993,
Executive Vice President and Chief Investment Officer-Fixed Income of National
Securities and Research Corporation, Vice President of National Affiliated
Investment Companies, and Vice President of NSRAsset Management Corporation.
From 1988 to 1989, President of Dial Capital Management.

Mary Lisanti -- Vice President. Age: 42.
Executive Vice President and Chief Investment Officer-Equities of
Northstar. From September 1996 to May 1998, Portfolio Manager with Strong
Capital Management. From March 1993 to August 1996, Managing Director and
Portfolio Manager with Bankers Trust Corporation.

Agnes Mullady -- Vice President and Treasurer. Age: 39.
Senior Vice President and Chief Financial Officer of Northstar; Senior
Vice President, Treasurer and President of Northstar Administrators
Corporation; and Vice President and Treasurer of Northstar Distributors, Inc.
and Northstar affiliated investment companies. From 1987 to 1993, Vice
President and Treasurer of National Securities & Research Corporation.
- ---------
* Deemed to be an "interested person" of the Trust, as defined by the 1940 Act.

17
<PAGE>

Northstar and Northstar Administrators Corporation make their personnel
available to serve as Officers and "Interested Trustees" of the Trust. All
Officers and Interested Trustees of the Trust are compensated by Northstar or
Northstar Administrators Corporation. Trustees who are not "interested persons"
of the Adviser are paid an annual retainer fee of $6,000 for their combined
services as Trustees to the Trust and to retail funds sponsored or advised by
the Adviser, and a per meeting fee of $1,500 for attendance at each joint
meeting of the Trusts and the other Northstar retail funds. The Trust also
reimburses Trustees for expenses incurred by them in connection with such
meetings.

Compensation Table
Period Ending December 31, 1997

<TABLE>
<CAPTION>
Pension Benefits Estimated Annual Total Compensation
Compensation Accrued as Part of Benefits upon from all Funds(17) in
from Funds(a) Fund Expenses Retirement Northstar Complex(b)
--------------- -------------------- ------------------ ----------------------
<S> <C> <C> <C> <C>
Paul S. Doherty .............. 13,239 0 0 13,750
Robert B. Goode, Jr. ......... 14,500 0 0 15,000
Alan L. Gosule ............... 14,988 0 0 15,500
Mark L. Lipson ............... 0 0 0 0
Walter H. May ................ 14,989 0 0 15,500
David W.C. Putnam ............ 12,625 0 0 13,125
John R. Smith. ............... 14,989 0 0 15,500
John G. Turner ............... 0 0 0 0
David W. Wallace ............. 13,239 0 0 13,750
</TABLE>

- ---------
(a) See table below for Fund specific compensation. The Northstar ___________
Fund commenced operations on December 31, 1998 and the Northstar Emerging
Markets Value Fund commenced operations on January 1, 1998.

(b) Compensation paid by the Northstar Trust Funds, the Northstar Galaxy Trust
Funds (formerly the "Northstar Variable Trust Funds") and the remaining
six funds, Northstar Growth, Special, Balance Sheet Opportunities, High
Yield, Strategic Income and Government Securities Funds.

Individual Fund
Fiscal Year Compensation Tables

<TABLE>
<CAPTION>
Income and High Total Growth + International High Total
Growth Return Value Value Return II Growth Special
------------ ------------ ---------- --------------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert B. Goode, Jr. ..... 1,501 2,377 1,073 659 659 1,349 1,604
Paul S. Doherty .......... 1,401 2,395 915 500 500 1,229 1,518
David W. Wallace ......... 1,401 2,395 915 500 500 1,229 1,518
Mark L. Lipson ........... 0 0 0 0 0 0 0
John G. Turner ........... 0 0 0 0 0 0 0
Alan L. Gosule ........... 1,560 2,554 1,074 659 659 1,388 1,677
David W.C. Putnam ........ 1,330 2,207 902 489 489 1,179 1,434
John R. Smith. ........... 1,560 2,554 1,074 659 659 1,388 1,677
Walter H. May ............ 1,560 2,554 1,074 659 659 1,388 1,677
</TABLE>

<TABLE>
<CAPTION>
Balance
Sheet Government
Opportunities High Yield Strategic Income Securities
--------------- ------------ ------------------ -----------
<S> <C> <C> <C> <C>
Robert B. Goode, Jr. ......... 1,193 1,528 1,223 1,334
Paul S. Doherty .............. 1,052 1,432 1,085 1,212
David W. Wallace ............. 1,052 1,432 1,085 1,212
Mark L. Lipson ............... 0 0 0 0
John G. Turner ............... 0 0 0 0
Alan L. Gosule ............... 1,211 1,591 1,244 1,371
David W.C. Putnam ............ 1,022 1,357 1,052 1,164
John R. Smith ................ 1,211 1,591 1,244 1,371
Walter H. May ................ 1,211 1,591 1,244 1,371
</TABLE>

18
<PAGE>

OTHER INFORMATION

Independent Accountants. PricewaterhouseCoopers LLP has been selected as
the independent accountants of the Northstar Trust. PricewaterhouseCoopers LLP
audits the Fund's annual financial statements and expresses an opinion thereon.

Custodian. State Street Bank and Trust Company, 225 Franklin Street,
Boston, MA 02110, acts as custodian, and fund accounting agent for the Trust.

Transfer Agent. Pursuant to a Transfer Agency Agreement with the Fund,
First Data Investor Services Group, Inc., 4400 Computer Drive, Westborough, MA
01581-5120, acts as the transfer agent for the Fund.

Reports to Shareholders. The fiscal year of the Northstar Trust ends on
October 31. The Fund will send financial statements to its shareholders at
least semiannually. An annual report containing financial statements audited by
the independent accountants will be sent to shareholders each year.

Organizational and Related Information. The Northstar ______ Fund, a series
of the Trust, was organized in 1998.

The shares of the Fund, when issued, will be fully paid and
non-assessable, have no preference, preemptive, or similar rights, and will be
freely transferable. There will normally be no meetings of shareholders for the
purpose of electing Trustees unless and until such time as less than a majority
of the Trustees holding office have been elected by shareholders, at which time
the Trustees then in office will call a shareholders' meeting for the election
of Trustees. Shareholders may, in accordance with the Declaration of Trust,
cause a meeting of shareholders to be held for the purpose of voting on the
removal of Trustees. Meetings of the shareholders will be called upon written
request of shareholders holding in the aggregate not less than 10% of the
outstanding shares of the Fund or class having voting rights. Except as set
forth above and subject to the 1940 Act, the Trustees will continue to hold
office and appoint successor Trustees.

Under Massachusetts law, there is a remote possibility that shareholders
of a business trust could, under certain circumstances, be held personally
liable as partners for the obligations of such trust. The Declaration of Trust
for the Fund contains provisions intended to limit such liability and to
provide indemnification out of Fund property of any shareholder charged or held
personally liable for obligations or liabilities of the Fund solely by reason
of being or having been a shareholder of the Fund and not because of such
shareholder's acts or omissions or for some other reason. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations.

Year 2000 Compliance. The services provided to the Fund by the Adviser,
the Administrator and the Fund's other service providers are dependent on those
service providers' computer systems. Many computer software and hardware
systems in use today cannot distinguish between the year 2000 and the year 1900
because of the way dates are encoded and calculated (the "Year 2000 Issue").
The failure to make this distinction could have a negative implication on
handling securities trades, pricing and account services. The Adviser, the
Administrator and the Fund's other service providers are taking steps that each
believes are reasonably designed to address the Year 2000 Issue with respect to
the computer systems that they use. Although there can be no assurances, the
Fund believes these steps will be sufficient to avoid any material adverse
impact on the Fund. The costs or consequences of incomplete or untimely
resolution of the Year 2000 Issue are unknown to the Adviser, Administrator and
the Fund's other service providers at this time but could have a material
adverse impact on the operations of the Fund and the Adviser, Administrator and
the Fund's other service providers.

PERFORMANCE INFORMATION

Performance information for the Fund may be compared in reports and
promotional literature to (1) the S&P 500, Dow Jones Industrial Average
("DJIA"), or other unmanaged indices, so that investors may compare the Fund's
results to those of a group of unmanaged securities that are widely regarded by
investors as representative of the securities markets in general; (ii) other
groups of mutual funds tracked by Lipper Analytical Services, Inc., a widely
used independent research firm that ranks mutual funds by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications or persons who rank mutual funds on overall performance or other
criteria; (iii) the Consumer Price Index (measure for inflation) to assess the
real rate of return from an investment in the Fund; and (iv) well known
monitoring sources of certificates of deposit performance rates, such as
Solomon Brothers, Federal Reserve Bulletin, American Bankers and Tower Data/The
Wall Street Journal. Unmanaged indices may assume the reinvestment of
dividends, but generally do not reflect deductions for administrative and
management costs and expenses. Performance rankings are based on historical
information and are not intended to indicate future performance.

19
<PAGE>

In addition, the Fund may, from time to time, include various measures of
the Fund's performance, including the current yield, the tax equivalent yield
and the average annual total return of shares of the Fund in advertisements,
promotional literature or reports to shareholders or prospective investors.
Such materials may occasionally cite statistics to reflect the Fund's
volatility risk.

Average Annual Total Return. Standardized quotations of average annual
total return ("Standardized Return") for each class of shares will be expressed
in terms of the average annual compounded rate of return for a hypothetical
investment in such class of shares over periods of 1, 5 and 10 years or up to
the life of the class of shares, calculated for each class separately pursuant
to the following formula:

P(1+T) to the power of n = ERV

Where:

P = a hypothetical initial payment of $1,000

T = the average annual total return

n = the number of years, and

ERV = the ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the period.

All total return figures reflect the deduction of a proportional share of
each class's expenses (on an annual basis), the deduction of the maximum
initial sales load (in the case of Class A shares) and the maximum contingent
deferred sales charge applicable to a complete redemption of the investment (in
the case of Class B and Class C shares), and assume that all dividends and
distributions are reinvested when paid.

Yield. Quotations of yield for a specific class of shares of the Fund will
be based on all investment income attributable to that class earned during a
particular 30-day (or one month) period (including dividends and interest),
less expenses accrued during the period ("net investment income"), and will be
computed by dividing the net investment income per share of that class earned
during the period by the maximum offering price per share on the last day of
the month, according to the following formula:

Yield = 2[(a-b+1) to the power of 6-1]
--------------------------------------
cd

Where:

a = dividends and interest earned during the period attributable to a
specific class of shares

b = expenses accrued for the period attributable to that class (net of
reimbursements)

c = the average daily number of shares of that class outstanding during the
period that were entitled to receive dividends, and

d = the maximum offering price per share on the last day of the period

The maximum offering price includes a maximum contingent deferred sales
load of 5% for Class B shares and 1% for Class C shares.

All accrued expenses are taken into account as follows. Accrued expenses
include all recurring expenses that are charged to all shareholder accounts in
proportion to the length of the base period, including but not limited to
expenses under the Fund's distribution plan. Except as noted, the performance
results take the contingent deferred sales load into account.

Non-Standardized Return. In addition to the performance information
described above, the Fund may provide total return information that is not
calculated according to the formula set forth above ("Non-Standardized
Return"). Neither initial nor contingent deferred sales charges are taken into
account in calculating Non-Standardized Return. Excluding the Fund's sales
charge from a total return calculation produces a higher total return figure.

The Fund may quote its performance in various ways, using various types of
comparisons to market indices, other funds or investment alternatives, or to
general increases in the cost of living. All performance information supplied
by the Fund in advertising is historical and is not intended to indicate future
returns. The Fund's share prices and total returns fluctuate in response to
market conditions and other factors, and the value of the Fund's shares when
redeemed may be more or less than their original cost.

20
<PAGE>

Evaluations of Fund performance made by independent sources may also be
used in advertisements concerning the Fund, including reprints of, or
selections from, editorials or articles about the Fund. These editorials or
articles may include quotations of performance from other sources, such as
Lipper or Morningstar. Sources for Fund performance information and articles
about the Fund may include the following: Banxquote, Barron's, Business Week,
CDA Investment Technologies, Inc, Changing Times, Consumer Digest, Financial
World, Forbes, Fortune, IBC/Donoghue's, Money Fund Report, Ibbotson Associates,
Inc., Investment Company Data, Inc., Investor's Daily, Lipper Analytical
Services, Inc.'s Mutual Fund Performance Analysis, Money, Mutual Fund Values,
The New York Times, Personal Investing News, Personal Investor, Success, USA
Today, U.S. News and World Report, The Wall Street Journal and Wiesenberger
Investment Company Services.

When comparing yield, total return and investment risk of shares of the
Fund with other investments, investors should understand that certain other
investments have different risk characteristics than an investment in shares of
the Fund. For example, certificates of deposit may have fixed rates of return
and may be insured as to principal and interest by the FDIC, while the Fund's
returns will fluctuate and its share values and returns are not guaranteed.
Money market accounts offered by banks also may be insured by the FDIC and may
offer stability of principal. U.S. Treasury securities are guaranteed as to
principal and interest by the full faith and credit of the U.S. Government.
Money market mutual funds may seek to offer a fixed price per share.

The performance of the Fund is not fixed or guaranteed. Performance
quotations should not be considered to be representative of performance of the
Fund for any period in the future. The performance of the Fund is a function of
many factors including its earnings, expenses and number of outstanding shares.
Fluctuating market conditions; purchases, sales and maturities of portfolio
securities; sales and redemptions of shares of beneficial interest, and changes
in operating expenses are all examples of items that can increase or decrease
the Fund's performance.

21
<PAGE>

APPENDIX

Description of Moody's Investors Service, Inc. ("MOODY'S") Corporate Bond
Ratings

Aaa -- Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which made the long-term risks appear somewhat larger than in Aaa
securities.

A -- Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

Caa -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.

Ca -- Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Note: Moody's may apply numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

Description of Standard & Poor's Corporation's ("S&P") Corporate Debt Ratings

AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB -- Debt rated BBB is regarded as having adequate capacity to pay
interest and repay principal. Whereas it normally exhibits protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher rated categories.

BB, B, CCC, CC, C -- Debt rated BB, B, CCC, CC and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

A-1
<PAGE>

CI -- The rating CI is reserved for income bonds on which no interest is
being paid.

D -- Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

Plus (+) or Minus (-) -- The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

A-2

<PAGE>

[Northstar Funds Logo appears here]

STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 31, 1998

*NORTHSTAR ______ FUND
Institutional Class Shares

300 First Stamford Place
Stamford, Connecticut 06902
(203) 602-7950
(800) 595-7827

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
the Institutional Class Shares of the Northstar Fund (the "Fund") Fund dated
December 31, 1998, as each may be revised from time to time. To obtain a copy
of the Fund's Prospectus, please contact Northstar Investment Management
Corporation at the address or phone number listed above.

Northstar Investment Management Corporation ("Northstar" or the "Adviser")
serves as the Fund's investment adviser. Northstar has engaged J.P. Morgan
Investment Management Inc. ("J.P. Morgan" or the "Sub-Adviser") to serve as
Sub-Adviser to the Northstar Fund, subject to the supervision of Northstar.
Northstar Distributors, Inc. (the "Underwriter") is the underwriter to the
Fund. Northstar Administrators Corporation (the "Administrator") is the Fund's
administrator. The Underwriter and the Administrator are affiliates of
Northstar.
---------------
TABLE OF CONTENTS

<TABLE>
<S> <C>
INVESTMENT RESTRICTIONS .............................................. 2
INVESTMENT TECHNIQUES ................................................ 2
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION ...................... 7
SERVICES OF NORTHSTAR, THE SUB-ADVISER AND THE ADMINISTRATOR ......... 9
NET ASSET VALUE ...................................................... 10
REDEMPTIONS .......................................................... 10
DIVIDENDS, DISTRIBUTIONS AND TAXES ................................... 11
UNDERWRITER AND DISTRIBUTION SERVICES ................................ 14
TRUSTEES AND OFFICERS ................................................ 15
OTHER INFORMATION .................................................... 17
PERFORMANCE INFORMATION .............................................. 18
APPENDIX ............................................................. A-1
</TABLE>

<PAGE>

INVESTMENT RESTRICTIONS

Northstar Fund. The Fund has adopted investment restrictions numbered 1
through 9 as fundamental policies. These restrictions cannot be changed without
approval by the holders of a majority (as defined in the Investment Company Act
of 1940, as amended (the "1940 Act")) of the Fund's outstanding voting shares.
Investment restrictions numbered 12 through 15 are not fundamental policies and
may be changed by vote of a majority of the Trust's Board members at any time.
The Fund may not:

2. Underwrite the securities of others;

4. Deal in commodities or commodity contracts, except in the manner
described in the current Prospectus and SAI of the Fund;

6. Invest more than 25% of its assets in any one industry;

8. Purchase a security if, as a result, more than 10% of any class of
securities, or more than 10% of the outstanding voting securities of an issuer,
would be held by the Fund;

9. Borrow money in excess of 33 1/3% of its net assets for temporary
purposes;

11. Sell short, except that the Fund may enter into short sales against the
box;

13. Make an investment for the purpose of exercising control over
management;

14. Invest more than 15% of its net assets in illiquid securities; or

15. Borrow any amount in excess of 33 1/3% of the Fund's assets, other
than for temporary emergency or administrative purposes.

INVESTMENT TECHNIQUES

2
<PAGE>

3
<PAGE>

The Fund may purchase and sell currency futures. A foreign currency future
obligates the Fund to purchase or sell an amount of a specific currency at a
future date at a specific price.

4
<PAGE>

of index warrants may limit the Fund's ability to exercise the warrants at such
time, or in such quantities, as the Fund would otherwise wish to do.

5
<PAGE>

6
<PAGE>

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

7
<PAGE>

8
<PAGE>

The placement of portfolio transactions with broker-dealers who sell
shares of the Fund is subject to rules adopted by the National Association of
Securities Dealers, Inc. ("NASD").

SERVICES OF NORTHSTAR THE SUB-ADVISER AND THE ADMINISTRATOR

Northstar charges a fee under the Investment Advisory Agreement to the
Fund at an annual rate of 0.70% of the Fund's average daily net assets. This
fee is accrued daily and payable monthly.

The Investment Advisory Agreement for the Fund was originally approved by
the Trustees of the Trust on behalf of the Fund on , 1998, and by the sole
Shareholder of the Northstar Fund on , 1998. The Investment Advisory
Agreement will continue in effect for a period of two years and annually
thereafter if specifically approved annually by (a) the Trustees, acting
separately on behalf of the Fund, including a majority of the Disinterested
Trustees, or (b) a majority of the outstanding voting securities of the Fund as
defined in the 1940 Act.

Pursuant to a Sub-Advisory Agreement between Northstar and J.P. Morgan
Investment Management Inc., dated , 1998, J.P. Morgan acts as Sub-Adviser to
the Fund. In this capacity, J.P. Morgan, subject to the supervision and control
of Northstar and the Trustees of the Fund, will manage the Fund's portfolio
investments, consistently with the Fund's investment objective, and will
execute any of the Fund's investment policies that it deems appropriate to
utilize from time to time. Fees payable under the Sub-Advisory Agreement will
accrue daily and be paid monthly by Northstar. As compensation for its
services, Northstar will pay J.P. Morgan at the annual rate of 0.20% of the
average daily net assets of the Fund. J.P. Morgan's address is 522 Fifth
Avenue, New York, New York 10036. The Sub-Advisory Agreement for the Fund was
approved by the Trustees of Trust on behalf the Fund on , 1998. The
Sub-Advisory Agreement may be terminated without payment of any penalty by
Northstar, J.P. Morgan, the Trustees of the Trust on behalf of the Fund, or the
shareholders of the Fund on not more than 60 days and not less than 30 days
prior written notice. Otherwise, the Sub-Advisory Agreement will remain in
effect for two years and will, thereafter, continue in effect from year to
year, subject to the annual approval of the Trustees of the Trust on behalf of
the Fund, or the vote of a majority of the outstanding voting securities of the
Fund, and the vote, cast in person at a meeting duly called and held, of a
majority of the Trustees of the Fund who are not parties to the Sub-Advisory
Agreement or "interested persons" (as defined in the 1940 Act) of any such
Party.

9
<PAGE>

The Administrative Services Agreement was approved by the Trustees of the
Trust on behalf of the Fund on , 1998, and will continue in effect for a
period of two years and annually thereafter if such continuance is approved
annually by a majority of the Trustees of the Trust.

NET ASSET VALUE

The net asset value of the Fund's shares fluctuates and is determined
separately for each class as of the close of regular trading on the New York
Stock Exchange (usually 4:00 p.m. Eastern Time), on each business day that the
Exchange is open. Net asset value per share is computed by determining the
value of the Fund's assets (securities held plus cash and other assets,
including dividend and interest accrued but not received) less all liabilities
of the Fund (including accrued expenses other than class specific expenses),
and dividing the result by the total number of shares outstanding at such time.
The specific expenses borne by each class of shares will be deducted from that
class and will result in different net asset values and dividends. The net
asset value per share of the Class B and Class C shares of the Fund will
generally be lower than that of the Class A or Class I shares because of the
higher class specific expenses borne by each of the Class B and Class C shares.

REDEMPTIONS

The right to redeem shares may be suspended and payment therefore
postponed during periods when the New York Stock Exchange is closed, other than
customary weekend and holiday closings, or, if permitted by rules of the SEC,
during periods when trading on the Exchange is restricted, or during any
emergency that makes it impracticable for the Fund to

10
<PAGE>

dispose of its securities or to determine fairly the value of its net assets or
during any other period permitted by order of the SEC for the protection of
investors. Furthermore, the Transfer Agent will not mail redemption proceeds
until checks received for shares purchased have cleared, but payment will be
forwarded immediately upon the funds becoming available.

DIVIDENDS, DISTRIBUTIONS AND TAXES

11
<PAGE>

difference between the amount paid to close out its position and the premium
received is a short-term capital gain or loss. If a call option written by a
Fund is exercised, thereby requiring the Fund to sell the underlying security,
the premium will increase the amount realized upon the sale of such security
and any resulting gain or loss will be a capital gain or loss, and will be
long-term or short-term depending upon the holding period of the security. With
respect to a put or call option that is purchased by a Fund, if the option is
sold, any resulting gain or loss will be a capital gain or loss, and will be
long-term or short-term, depending upon the holding period of the option. If
the option expires, the resulting loss is a capital loss and is long-term or
short-term, depending upon the holding period of the option. If the option is
exercised, the cost of the option, in the case of a call option, is added to
the basis of the purchased security and, in the case of a put option, reduces
the amount realized on the underlying security in determining the gain or loss.

Hedging transactions undertaken by the Fund may result in straddles for
U.S. federal income tax purposes. The straddle rules may accelerate income to a
Fund, defer losses to a Fund, and affect the character of gains (or losses)
realized by a Fund. Hedging transactions may increase the amount of short-term
capital gains realized by a Fund that is taxed as ordinary income when
distributed to shareholders. A Fund may make one or more of the various
elections available under the Code with respect to hedging transactions. If the
Fund makes any of the elections, the amount, character and timing of the
recognition of gains or losses from the affected positions will be determined
under rules that vary according to the elections made.

Under the Code, gains or losses attributable to fluctuations in exchange
rates that occur between the time a Fund accrues interest or other receivables,
or accrues expenses or other liabilities, denominated in a foreign currency and
the time the Fund actually collects such receivables, or pays such liabilities,
generally are treated as ordinary income or ordinary loss. Similarly, on
disposition of debt securities denominated in a foreign currency and certain
options, futures and forward contracts, gains or losses attributable to
fluctuations in the value of foreign currency between the date of acquisition
of the security or contract and the date of disposition also are treated as
ordinary gain or loss. These gains or losses, referred to under the Code as
"section 988"gains or losses, may increase or decrease the amount of a Fund's
investment company taxable income to be distributed to its shareholders as
ordinary income.

12
<PAGE>

to report certain "excess distributions" from, and any gains from the
disposition of stock of, the PFIC as ordinary income. This ordinary income
would be allocated ratably to the Fund's holding period for the stock. Any
amounts allocated to prior years would be taxable at the highest rate of tax
applicable in that year, increased by an interest charge determined as though
the amounts were underpayments of tax.

Generally, a credit for foreign taxes is subject to the limitation that it
may not exceed the shareholder's U.S. tax attributable to its foreign source
taxable income. For this purpose, if the pass-through election is made, the
source of the Fund's income flows through to its shareholders. With respect to
the Fund, gains from the sale of securities will be treated as derived from
U.S. sources and certain currency fluctuation gains, including fluctuation
gains from foreign currency denominated debt securities, receivables and
payables, and options, futures and forward transactions, will be treated as
ordinary income derived from U.S. sources. The limitation on the foreign tax
credit is applied separately to foreign source passive income (as defined for
purposes of the foreign tax credit), including the foreign source passive
income passed through by the Fund.

13
<PAGE>

with a sales charge are disposed of within 90 days after the date on which they
were acquired and new shares of a regulated investment company are acquired
without a sales charge or at a reduced sales charge. In that case, the gain or
loss realized on the disposition will be determined by excluding from the tax
basis of the shares all or a portion of the sales charge incurred in acquiring
those shares. This exclusion applies to the extent that the otherwise
applicable sales charge with respect to the newly acquired shares is reduced as
a result of the shareholder having incurred a sales charge paid for the new
shares. This rule may be applied to successive acquisitions of shares of stock.

UNDERWRITER AND DISTRIBUTION SERVICES

Pursuant to Underwriting Agreements, Northstar Distributors, Inc. is the
Underwriter for the Fund and as such conducts a continuous offering pursuant to
a "best efforts" arrangement requiring it to take and pay for only such
securities as may be sold to the public. The Underwriter is an affiliate of the
Adviser and the Administrator.

The Underwriting Agreements 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 the Fund,
or by vote of a majority of the Trustees, who are not "interested persons" of
the Fund and who have no direct or indirect financial interest in the operation
of the Plan or in any agreements. The Underwriting Agreements will terminate
automatically in the event of their assignment.

14
<PAGE>

TRUSTEES AND OFFICERS

Paul S. Doherty -- Trustee. Age: 63.
President, Doherty, Wallace, Pillsbury and Murphy, P.C., Attorneys. Director,
Tambrands, Inc. Since October 1993, Trustee of the Northstar affiliated
investment companies.

Robert B. Goode, Jr. -- Trustee. Age: 67.
Currently retired. From 1990 to 1991, Chairman of The First Reinsurance
Company of Hartford. From 1987 to 1989, President and Director of American
Skandia Life Assurance Company. Since October 1993, Trustee of the Northstar
affiliated investment companies.

Alan L. Gosule -- Trustee. Age: 57.
Partner, Rogers & Wells. Director, F.L. Putnam Investment Management Co.,
Inc.

Walter H. May -- Trustee. Age: 61.
Retired. Former Senior Executive for Piper Jaffrey, Inc.

John R. Smith -- Trustee. Age: 74.
From 1970-1991, Financial Vice President of Boston College; President of New
England Fiduciary Company (financial planning) since 1991; Chairman of
Massachusetts Educational Financing Authority since 1987; Vice Chairman of
Massachusetts Health and Education Authority.

Stephanie L. Beckner -- Vice President and Secretary. Age: 30.
Vice President, Secretary and Counsel of Northstar, Northstar affiliated
companies and Northstar affiliated investment companies.

Thomas Ole Dial -- Vice President. Age: 41.
Executive Vice President and Chief Investment Officer-Fixed Income of
Northstar and Principal, T.D. & Associates, Inc. From 1989 to August 1993,
Executive Vice President and Chief Investment Officer-Fixed Income of National
Securities and Research Corporation, Vice President of National Affiliated
Investment Companies, and Vice President of NSR Asset Management Corporation.
From 1988 to 1989, President of Dial Capital Management.

15
<PAGE>

Mary Lisanti -- Vice President. Age: 42.
Executive Vice President and Chief Investment Officer-Equities of Northstar.
From September 1996 to May 1998, Portfolio Manager with Strong Capital
Management from March 1993 to August 1996, Managing Director and Portfolio
Manager with Bankers Trust Corporation.

Agnes Mullady -- Vice President and Treasurer. Age: 39.
Senior Vice President and Chief Financial Officer of Northstar; Senior Vice
President, Treasurer and President of Northstar Administrators Corporation; and
Vice President and Treasurer of Northstar Distributors, Inc. and Northstar
affiliated investment companies. From 1987 to 1993, Vice President and
Treasurer of National Securities & Research Corporation.
- ---------
* Deemed to be an "interested person" of the Trust, as defined by the 1940 Act.

Compensation Table
Period Ending December 31, 1997

<TABLE>
<CAPTION>
Pension Benefits Estimated Annual Total Compensation
Compensation Accrued as Part of Benefits upon from all Funds (17) in
From Funds(a) Fund Expenses Retirement Northstar Complex(b)
--------------- -------------------- ------------------ -----------------------
<S> <C> <C> <C> <C>
Paul S. Doherty ............. 13,239 0 0 13,750
Robert B. Goode, Jr ......... 14,500 0 0 15,000
Alan L. Gosule .............. 14,988 0 0 15,500
Mark L. Lipson .............. 0 0 0 0
Walter H. May ............... 14,989 0 0 15,500
David W.C. Putnam ........... 12,625 0 0 13,125
John R. Smith ............... 14,989 0 0 15,500
John G. Turner .............. 0 0 0 0
David W. Wallace ............ 13,239 0 0 13,750
</TABLE>

- ---------
(a) See table below for Fund specific compensation. The Northstar Fund
commenced operations on December 31, 1998 and the Northstar Emerging
Markets Value Fund commenced operations on January 1, 1998.

16
<PAGE>

Individual Fund
Fiscal Year Compensation Tables

<TABLE>
<CAPTION>
Income High Total Growth + International High Total
and Growth Return Value Value Return II Growth Special
------------ ------------ ---------- --------------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert B. Goode, Jr. ....... 1,501 2,377 1,073 659 659 1,349 1,604
Paul S. Doherty ............ 1,401 2,395 915 500 500 1,229 1,518
David W. Wallace ........... 1,401 2,395 915 500 500 1,229 1,518
Mark L. Lipson ............. 0 0 0 0 0 0 0
John G. Turner ............. 0 0 0 0 0 0 0
Alan L. Gosule ............. 1,560 2,554 1,074 659 659 1,388 1,677
David W.C. Putnam .......... 1,330 2,207 902 489 489 1,179 1,434
John R. Smith .............. 1,560 2,554 1,074 659 659 1,388 1,677
Walter H. May .............. 1,560 2,554 1,074 659 659 1,388 1,677
</TABLE>

OTHER INFORMATION

Independent Accountants. PricewaterhouseCoopers LLP has been selected as
the independent accountants of the Northstar Equity Trust.
PricewaterhouseCoopers LLP audits the Fund's annual financial statements and
expresses an opinion thereon.

Custodian. State Street Bank and Trust Company, 225 Franklin Street,
Boston, MA 02110, acts as custodian, and fund accounting agent for the Trust.

Transfer Agent. Pursuant to a Transfer Agency Agreement with the Fund,
First Data Investor Services Group, Inc., 4400 Computer Drive, Westborough, MA
01581-5120, acts as transfer agent for the Fund.

Reports to Shareholders. The fiscal year of the Northstar Equity Trust
ends on December 31. The Fund will send financial statements to its
shareholders at least semiannually. An annual report containing financial
statements audited by the independent accountants will be sent to shareholders
each year.

Organizational and Related Information. The Northstar Mid-Cap Growth Fund,
a series of the Trust, was organized in 1998.

17
<PAGE>

charged or held personally liable for obligations or liabilities of the Fund
solely by reason of being or having been a shareholder of the Fund and not
because of such shareholder's acts or omissions or for some other reason. Thus,
the risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would be unable
to meet its obligations.

PERFORMANCE INFORMATION

P(1+T) to the power of n = ERV

Where:

P = a hypothetical initial payment of $1,000

T = the average annual total return

n = the number of years, and

ERV = the ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the period.

18
<PAGE>

of that class earned during the period by the maximum offering price per share
on the last day of the month, according to the following formula:

Yield = 2[(a-b+1) to the power of 6-1]
------------------------
cd

Where:

a = dividends and interest earned during the period attributable to a
specific class of shares

b = expenses accrued for the period attributable to that class (net of
reimbursements)

c = the average daily number of shares of that class outstanding during the
period that were entitled to receive dividends, and

d = the maximum offering price per share on the last day of the period

19
<PAGE>

APPENDIX

Description of Moody's Investors Service, Inc. ("MOODY'S") Corporate Bond
Ratings

Caa -- Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.

Ca -- Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Description of Standard & Poor's Corporation's ("S&P") Corporate Debt Ratings

AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

A-1
<PAGE>

CI -- The rating CI is reserved for income bonds on which no interest is
being paid.

Plus (+) or Minus (-) -- The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

A-2

<PAGE>

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements: Not Applicable.

(b) EXHIBITS - NORTHSTAR TRUST

(1) (a) Declaration of Trust (1)
(2) By-Laws (1)
(3) N/A
(4) N/A
(5) (a) Form of Investment Advisory Agreement
(b) Form of Subadvisory Agreement for the Northstar
Fund*
(6) (a) Form of Underwriting Agreements
(7) N/A
(8) Custody Agreement (3)
(9) Form of Administrative Services Agreement
(10) Opinion of Counsel*
(11) N/A
(12) N/A
(13) N/A
(14) N/A
(15) Form of Distribution and Service Plan
(16) N/A
(17) Power of Attorney (2)
(18) Form of Multiple Class Plan Pursuant to Rule 18f-3
(27) N/A
- ---------------------

NOTES TO EXHIBIT LISTING

*To be filed by amendment.

(1). Included in Registrant's Registration Statement filed August 24, 1993
and incorporated herein by reference.

(2). Included in Registrant's Post-Effective Amendment No. 6 filed
November 1, 1995 and Post-Effective Admendment No. 8 filed
February 28, 1996, and incorporated herein by reference.

(3). Included in Registrant's Post-Effective Amendment No. 7 filed
December 29, 1995 and incorporated herein by reference.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

There are no persons controlled by or under common control with Registrant.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of September 30, 1998, the Northstar _______ Fund, a series of the
Registrant, had no security holders.

ITEM 27. INDEMNIFICATION - NORTHSTAR TRUST

Section 4.3 of Registrant's Declaration of Trust provides the following:
(a) Subject to the exceptions and limitations contained in paragraph (b) below:

(i) every person who is, or has been, a Trustee or officer of the Trust
shall be indemnified by the Trust to the fullest extent permitted by law
against all liability and against all expenses reasonably incurred or paid
by him in connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of his being or having
been a Trustee or officer and against amounts paid or incurred by him in
the settlement thereof; and

(ii) the word "claim", "action", "suit" or "proceeding" shall apply to
all claims, actions or suits or proceedings (civil, criminal,
administrative or other including appeals), actual or threatened; and the
words "liability" and "expenses" shall include without limitation,
attorneys fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Trustee or officer:

(i) against any liability to the Trust, a series thereof, or the
Shareholders by reason of a final adjudication by a court or other body
before which a proceeding was brought or that he engaged in willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;

(ii) with respect to any matter as to which he shall have been finally
adjudicated not to have acted in good faith in reasonable belief that his
action was in the best interest of the Trust; and

(iii) in the event of a settlement or other disposition not involving a
final adjudication as provided in paragraph (b) (i) or (b) (ii) resulting
in a payment by a Trustee or officer, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office:

(A) by the court or other body approving the settlement or
other disposition; or

(B) based upon the review of readily available facts (as
opposed to full trial-

<PAGE>

type inquiry) by (x) vote of a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the Disinterested
Trustees then in office act on the matter) or (y) written opinion of
independent legal counsel.

(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and assigns of such
a person. Nothing contained herein shall affect any rights to indemnification to
which personnel of the Trust other than Trustees and officers may be entitled by
contract or otherwise under law.

(d) Expenses of preparation and presentation of a defense to any claim, action,
suit or proceeding of the character described in paragraph (a) of this Section
4.3 may be advanced by the Trust prior to final disposition thereof upon receipt
of an undertaking by or on behalf of the recipient to repay such amount if it is
ultimately determined that he is not entitled to indemnification under this
Section 4.3, provided that either:

(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient or the Trust shall be
insured against losses arising out of any such advances; or

(ii) a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees act on
the matter) or an independent legal counsel in a written opinion shall
determine, based upon a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that the
recipient ultimately will be found entitled to indemnification.

As used in this Section 4.3, a "Disinterested Trustee" is one who is not (i) an
Interested Person of the Trust (including anyone who has been exempted from
being an Interested Person by any rule, regulation or order of the Commission),
or (ii) involved in the claim, action, suit or proceeding.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee, officer or controlling person of the Registrant in
connection with the successful defense of any action suit or proceeding) is
asserted by such Trustee, officer or controlling person in connection with the
shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy, as expressed in the Act and be governed by final
adjudication of such issue.

<PAGE>

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

See "MANAGEMENT OF THE FUNDS" in the Prospectus and "Services of Northstar, the
Sub-Adviser and the Administrator" and "Trustees and Officers" in the Statement
of Additional Information, each of which is included in the Registration
Statement. Set forth is a list of each officer and director of the Adviser
indicating each business, profession, vocation or employment of a substantial
nature in which each such person has been engaged since January 31, 1994.

POSITION WITH OTHER SUBSTANTIAL
INVESTMENT BUSINESS, PROFESSION
NAME ADVISER VOCATION OR EMPLOYMENT
- --------- --------------------------- --------------------------------------------
<S> <C> <C>
John Turner Director Chairman and CEO, ReliaStar
Financial Corp. and affiliates;
Director of Northstar Affiliates;
Trustee and Chairman, Northstar
Affiliated Investment Companies.

John Flittie Director President, ReliaStar Financial Corp.
and affiliates; Director, Northstar
Affilates.

Mark L. Lipson Chairman/CEO Director and Officer of Northstar
Director Distributors, Inc., Northstar
Administrators Corp. and Northstar,
Inc. Trustee and President, Northstar
Affiliated Investment Companies.

Robert J. Adler Executive President Northstar Distributors, Inc.
Vice
President,
Sales &
Marketing

Jeffrey Aurigemma Vice Vice President - Northstar Affiliated
President - Investment Companies
Investments and Portfolio Manager

Stephanie L. Beckner Vice President, Vice President & Secretary of
Secretary and Counsel Northstar Affiliates and the Northstar
Affiliated Investment Companies

Jeffrey Bernstein Vice President - Vice President, Northstar
Investments Affiliated Investment Companies
and Portfolio Manager, Former
Portfolio Manager with Strong Capital
Management, Former Portfolio Manager with
Berkeley Capital. Former Assistant
Portfolio Manager with Bankers Trust
Corporation

Thomas Ole Dial Executive Vice President, Northstar Affiliated
Vice Investment Companies, and
President - Principal, TD Associates Inc.
Chief Investment Officer
Fixed Income

<PAGE>

Michael Graves Vice Vice President - Northstar Affiliated
President Investment Companies
Investments

Mary Lisanti Executive Vice President, Northstar Affiliated
Vice President Investment Companies, Former
Chief Investment Officer - Portfolio Manager with Strong Capital
Equities Management, Former Managing Director and
Portfolio Manager with Bankers Trust Corporation

Agnes Mullady Sr. Vice Vice President & Treasurer of
President Northstar Affiliates and the Northstar
and CFO Affiliated Investment Companies

Mark Sfarra Vice Vice President - Northstar
President - Distributors, Inc.
Marketing

Stephen Vondrak Vice Vice President - Northstar
President - Distributors, Inc., Former Regional
Sales & Marketing Marketing Manager with Roger
Engemann and Associates from
` 1991-1994.

Geoffrey Wadsworth Vice President- Vice President - Northstar Affiliated
Investments Investment Companies
and Portfolio
Manager
</TABLE>

ITEM 29. PRINCIPAL UNDERWRITER

(a) See "HOW THE FUNDS ARE ORGANIZED AND MANAGED", "MEET THE PORTFOLIO
MANAGERS" and "YOUR GUIDE TO BUYING, SELLING AND EXCHANGING SHARES OF NORTHSTAR
FUNDS" in the Prospectus and "Underwriter and Distribution Services" in the
Statement of Additional Information, both of which are included in this
Post-Effective Amendment to the Registration Statement. Unless
otherwise indicated, the principal business address for each person is c/o
Northstar, 300 First Stamford Place, Stamford, CT 06902.

(b) (1) (2) (3)
Name and Principal Position and Offices Position and Offices
Address with Underwriter with Registrant
- ------------------ -------------------- --------------------
<S> <C> <C>
John Turner Director Trustee, Chairman
20 Washington Ave. South
Minneapolis, MN

John Flittie Director None
20 Washington Ave. South
Minneapolis, MN

Mark L. Lipson Chairman & Director Trustee and President

Robert J. Adler President None

Mark Blinder Reg. Vice President None

Mike Brescia Reg. Vice President None

Jennifer Byrne Reg. Vice President None

Eugene Carlin Reg. Vice President None

Charles Dolce Reg. Vice President None

Chris Erbeck Reg. Vice President None

Neil Gargiulo Reg. Vice President None

Justin Gross Reg. Vice President None

Edward Ittner Reg. Vice President None

Nancy Lavin Reg. Vice President None

Scott Lander Reg. Vice President None

David Linton Reg. Vice President None

Stephen O'Brien Reg. Vice President None

Greg Ratto Reg. Vice President None

Don Rhodes Reg. Vice President None

Gregg Smyth Reg. Vice President None

Stephen Vondrak Vice President None

Mark Sfarra Vice President None

John Wyckoff Reg. Vice President None

Stephanie L. Beckner Vice President, Secretary & Counsel None

Agnes Mullady Vice President Vice President
& Treasurer & Treasurer
</TABLE>

<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

State Street Bank and Trust Co. maintains such records as Custodian and Fund
Accounting Agent for the Northstar Trust:

(1) Receipts and delivery of securities including certificate numbers;
(2) Receipts and disbursement of cash;
(3) Records of securities in transfer, securities in physical possession,
securities owned and securities loaned.
(4) Fund Accounting Records.

First Data Investor Services Group, ("First Data") maintains the following
records at One Exchange Place, 11th Floor, Boston, Massachusetts, 02109, as
Transfer Agent and Blue Sky Administrator for the Northstar Trust:

(1) Shareholder Records;
(2) Share accumulation accounts: Details as to dates, number of shares
and share prices of each account;
(3) Fund Accounting Records; and
(4) State Securities Regisitration Records.

All other records required by item 30(a) are maintained at the office of the
Administrator, 300 First Stamford Place, Stamford, CT 06902.

ITEM 31. Management Services

Not Applicable.

ITEM 32. Undertakings

(a) Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of removal of a Trustee or Trustees when
requested in writing to do so by the holders of at least 10% of the Trusts'
outstanding shares of beneficial interest and in connection with such meeting to
comply with the provisions of Section 16(c) of the Investment Company Act of
1940 relating to shareholder communications.

(b) Registrant hereby undertakes to furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual report to shareholders, upon
request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of Stamford
and the State of Connecticut on the 22nd day of October, 1998.

REGISTRANT

By: MARK L. LIPSON
------------------------------
Mark L. Lipson*, President

<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURES TITLE DATE

JOHN G. TURNER Chairman and October 22, 1998
John G. Turner* Trustee

MARK L. LIPSON Trustee October 22, 1998
Mark L. Lipson*

JOHN R. SMITH Trustee October 22, 1998
John R. Smith*

PAUL S. DOHERTY Trustee October 22, 1998
Paul S. Doherty*

DAVID W. WALLACE Trustee October 22, 1998
David W. Wallace*

ROBERT B. GOODE, JR. Trustee October 22, 1998
Robert B. Goode, Jr.*

ALAN L. GOSULE Trustee October 22, 1998
Alan L. Gosule*

DAVID W.C. PUTNAM Trustee October 22, 1998
David W.C. Putnam*

WALTER H. MAY, JR. Trustee October 22, 1998
Walter H. May, Jr.**

AGNES MULLADY Principal Financial October 22, 1998
Agnes Mullady and Accounting Officer
</TABLE>

By: AGNES MULLADY*
Agnes Mullady
Attorney-in-fact

* Executed pursuant to powers of attorney filed with Northstar Trust and
Strategic Income Fund - PEA No. 6; Northstar Government Securities Fund - PEA
No. 15; Northstar Balance Sheet Opportunities Fund - PEA No. 14; Northstar
Growth Fund - PEA No. 14; Northstar Special Fund - PEA No. 14; and Northstar
High Yield Fund - PEA No.10.

** Executed pursuant to power of attorney filed with Northstar Trust and
Strategic Income Fund - PEA No. 8; Northstar Government Securities Fund - PEA
No. 17; Northstar Balance Sheet Opportunities Fund - PEA No. 16; Northstar
Growth Fund - PEA No. 16; Northstar Special Fund - PEA No. 16; and Northstar
High Yield Fund - PEA No. 12 .

<PAGE>

INDEX TO EXHIBITS
----------------------

NORTHSTAR TRUST

<TABLE>
<CAPTION>
Exhibit No. Under
Part C of Form N1-A Name of Exhibit Page Number Herein
- ----------------- ------------- -----------------
<S> <C> <C>

(5) Form of Investment Advisory

(6) Form of Underwriting Agreements

(9) Form of Administrative Services Agreement

(15) Form of Distribution and Service Plan

(18) Form of Multiple Class Plan Pursuant to Rule 18f-3
</TABLE>

EXHIBIT (5)
NORTHSTAR TRUST
INVESTMENT ADVISORY AGREEMENT
AS AMENDED _____________, 1998

AGREEMENT made this 8th day of November, 1993, and amended and restated
on this ___ day of ________, 1998, by and between NORTHSTAR TRUST, a
Massachusetts business trust, (the "Trust") and NORTHSTAR INVESTMENT MANAGEMENT
CORPORATION., a Delaware business corporation (the "Adviser").

The Trust is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
consisting of the series named on schedule 1 hereto (each "Fund" and
collectively the "Funds"), as such schedule may be revised from time to time.

The Trust desires to retain the Adviser to render investment advisory
services to the Funds, and the Adviser is willing to render such investment
advisory on the terms set forth below.

The parties agree as follows:

1. The Trust hereby appoints the Adviser to act as investment adviser
to the Trust and the Funds for the period and on the terms set forth in this
Agreement. The Adviser accepts such appointment and agrees to render the
services described, for the compensation provided, in this Agreement.

2. Subject to the supervision of the Trustees, the Adviser shall manage
the investment operations of the Funds and the composition of each Fund's
portfolio, including the purchase and retention and disposition of portfolio
securities, in accordance with each Fund's investment objectives, policies and
restrictions as stated in the Trust's Prospectus and Statement of Additional
Information (as defined below) subject to the following understandings:

(a) The Adviser shall provide supervision of each Fund's investments
and determine from time to time what investments will be made, held or disposed
of or what securities will be purchased and retained, sold or loaned by each
Fund, and what portion of the assets will be invested or held uninvested as
cash.

(b) The Adviser shall use its best judgment in the performance of its
duties under this Agreement.

(c) The Adviser, in the performance of its duties and obligations under
this Agreement, shall (i) act in conformity with the Declaration of Trust, By-
Laws, Prospectus and Statement of Additional Information of the Trust, with the
instructions and directions of the Trustees and (ii) conform to and comply with
the requirements of the Investment Company Act and all other applicable federal
and state laws and regulations.

<PAGE>

(d) (i) The Adviser shall determine the securities to be purchased or
sold by each Fund and will place orders pursuant to its determinations with or
through such persons, brokers or dealers to carry out the policy with respect to
brokerage as set forth in the Trust's Prospectus and Statement of Additional
Information or as the Trustees may direct from time to time. In providing each
Fund with investment supervision, the Adviser will give primary consideration to
securing the most favorable price and efficient execution. The Adviser may also
consider the financial responsibility, research and investment information and
other services and research related products provided by brokers or dealers who
may effect or be a party to any such transactions or other transactions to which
other clients of the Adviser may be a party. The Funds recognize that the
services and research related products provided by such brokers may be useful to
the Adviser in connection with its services to other clients.

(ii) When the Adviser deems the purchase or sale of a security to be in
the best interest of a Fund as well as other clients, the Adviser, to the extent
permitted by applicable laws and regulations, may aggregate the securities to be
sold or purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transactions, will
be made by the Adviser in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to each Fund and to such other
clients.

(e) The Adviser shall maintain, or cause to be maintained, all books
and records required under the Investment Company Act to the extent not
maintained by the custodian of the Trust. The Adviser shall render to the
Trustees such periodic and special reports as the Trustees may reasonably
request.

(f) The Adviser shall provide the Trust's custodian on each business
day information relating to all transactions concerning each Fund's assets.

(g) The investment management services of the Adviser to the Trust and
to each Fund under this Agreement are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others.

3. The Trust has delivered to the Adviser copies of each of the
following documents and will deliver to it all future amendments and
supplements, if any:

(a) Declaration of Trust, as amended, as filed with the Secretary of
the Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as further amended from time to time, are herein called the
"Declaration of Trust");

(b) By-Laws of the Trust (such By-Laws, as in effect on the date hereof
and as amended from time to time, are herein called the "By-Laws");

(c) Certified resolutions of the Trustees authorizing the appointment
of the Adviser and approving this Agreement on behalf of the Trust and each
Fund;

<PAGE>

(d) Registration Statement on Form N-lA under the Investment Company
Act and the Securities Act of 1933, as amended from time to time (the
"Registration Statement"), as filed with the Securities and Exchange Commission
(the "Commission"), relating to the Trust and shares of beneficial interest of
each Fund and all amendments thereto.

(e) Notification of Registration of the Trust under the Investment
Company Act on Form N-8A as filed with the Commission and all amendments
thereto;

(f) Prospectus and Statement of Additional Information included in the
Registration Statement, as amended from time to time. All references to this
Agreement, the Prospectus and the Statement of Additional Information shall be
to such documents as most recently amended or supplemented and in effect.

4. The Adviser shall authorize and permit any of its directors,
officers and employees who may be elected as trustees or officers of the Trust
and/ or the Funds to serve in the capacities in which they are elected. All
services to be furnished by the Adviser under this Agreement may be furnished
through such directors, officers or employees of the Adviser.

5. The Adviser agrees that all records which it maintains for the Trust
and/or the Funds are property of the Trust and/or the Funds. The Adviser will
surrender promptly to the Trust and/or the Funds any such records upon either
the Trust's or the Fund's request. The Adviser further agrees to preserve such
records for the periods prescribed in Rule 3la-2 of the Commission under the
Investment Company Act.

6. (i) In connection with the services rendered by the Adviser under
this Agreement, the Adviser will pay all of the following expenses:

(a) the salaries and expenses of all personnel of the Trust, the
Funds and the Adviser required to perform the services to be
provided pursuant to this Agreement, except the fees of the
trustees who are not affiliated persons of the Adviser, and

(b) all expenses incurred by the Adviser, the Trust or by the
Funds in connection the performance of the Adviser's
responsibilities hereunder, other than brokers' commissions
and any issue or transfer taxes chargeable to each respective
Fund in connection with its securities transactions.

7. In the event the expenses of each Fund for any fiscal year
(including the fees payable to the Adviser but excluding interest, taxes,
brokerage commissions, distribution fees and litigation and indemnification
expenses and other extraordinary expenses not incurred in the ordinary course of
the Fund's business) exceed the lowest applicable annual expense limitation
established pursuant to the statutes or regulations of any jurisdictions in
which shares of each respective Fund are then qualified for offer and sale, the
compensation due the Adviser will

<PAGE>

be reduced by the amount of such excess, or, if such reduction exceeds the
compensation payable to the Adviser, the Adviser will pay each Fund, whose
expenses exceed such expense limitation, the amount of such reduction which
exceeds the amount of such compensation.

8. For the services provided and the expenses assumed pursuant to this
Agreement, each Fund will pay to the Adviser as compensation a at the rate set
forth opposite each Funds' name on Schedule 1 hereto, such fee to be accrued
daily and paid monthly..

9. The Adviser may rely on information reasonably believed by it to be
accurate and reliable. Neither the Adviser nor its officers, directors,
employees or agents or controlling persons shall be liable for any error or
judgment or mistake of law, or for any loss suffered by the Trust and/or a Fund
in connection with or arising out of the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.

10. As to each Fund, this Agreement shall continue until the date set
forth opposite such Fund's name on Schedule 1 hereto (the "Reapproval Date") and
shall continue automatically for successive annual periods ending on the day of
each year set forth opposite the Fund's name on Schedule 1 hereto (the
"Reapproval Day"), provided that such continuance is specifically approved at
least annually by the affirmative vote of (i) a majority of the Trustees of the
Trust acting separately on behalf of each Fund, who are not interested persons
of the Trust, cast in person at a meeting called for the purpose of voting on
such approval, and (ii) a majority of the Trustees of the Trust or the holders
of a majority of the outstanding voting securities of each respective Fund;
provided however, that this Agreement may be terminated by the Trust, on behalf
of a Fund at any time, without the payment of any penalty, by the Trustees
acting on behalf of a Fund or by vote of a majority of the outstanding voting
securities (as defined in the Investment Company Act) of a Fund, or by the
Adviser at any time, without the payment of any penalty, on not more than 60
days' nor less than 30 days' written notice to the other party. This Agreement
shall terminate automatically in the event of its assignment provided that a
transaction which does not, under the Investment Company Act, result in a change
of actual control or management of the Adviser's business shall not be deemed to
be an assignment for the purposes of this Agreement.

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. Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Adviser who may also be a trustee, officer
or employee of the Trust and/or the Funds to engage in any other business or to
devote his time and attention in part to the management or other aspect of any
business, whether of a similar or dissimilar nature, nor limit or restrict the
right of the Adviser to engage in any other business or to render services of
any kind to any other person or entity.

<PAGE>

13. During the term of this Agreement, the Trust and each Fund agrees
to furnish the Adviser at its principal office all prospectuses, proxy
statements, reports to shareholders, sales literature, or other material
prepared for distribution to shareholders of each Fund or the public, which
refer in any way to the Adviser, prior to use thereof and not to use such
material if the Adviser reasonably objects in writing within five business days
(or such other time as may be mutually agreed) after receipt. In the event of
termination of the Agreement, the Trust and/or each Fund will continue to
furnish to the Adviser such other information relating to the business affairs
of the Trust and/or each Fund as the Adviser at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.

14. This Agreement may be amended by mutual agreement, but only after
authorization of such amendments by the affirmative vote of (i) the holders of
the majority of the outstanding voting securities of each Fund and ( ii) a
majority of the members of the Trustees who are not interested persons of the
Trust or the Adviser, cast in person at a meeting called for the purpose of
voting on such approval.

15. The Adviser, the Trust and the Funds each agree that the name
"Northstar" is proprietary to, and a property right of, the Adviser. The Trusts
and the Funds agree and consent that (i) each will only use the name "Northstar"
as part of its name and for no other purpose, (ii) each will not purport to
grant any third party the right to use the name "Northstar" and (iii) upon the
termination of this Agreement, the Trust and the Funds shall, upon the request
of the Adviser, cease to use the name "Northstar", and shall use its best
efforts to cause its officers, trustees and shareholders to take any and all
actions which the Adviser may request to effect the foregoing.

16. Any notice or other communications required to be given pursuant to
this Agreement shall be deemed to be given if delivered or mailed by registered
mail, postage paid, (1) to the Adviser at 300 Stamford Place, Stamford CT 06902,
Attention: Secretary; or (2) to the Trust and/or the Funds, 300 First Stamford
Place, Stamford, CT 06902, Attention: Secretary.

17. This Agreement shall be governed by and construed in accordance
with the laws of the State of Connecticut. The terms "interested person",
"assignment", and "vote of the majority of the outstanding securities" shall
have the meaning set forth in the Investment Company Act.

18. 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 "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 the affairs of the Trust, but the Trust property only shall be
liable.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year set
forth above.

<PAGE>

NORTHSTAR TRUST

Attest: __________________ By: __________________
President

NORTHSTAR INVESTMENT MANAGEMENT
CORPORATION

Attest: __________________ By: __________________
Vice President

<PAGE>

SCHEDULE 1

<TABLE>
<CAPTION>
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
ANNUAL FEE AS A PERCENTAGE
NAME OF FUND OF AVG. DAILY NET ASSETS REAPPROVAL DATE REAPPROVAL DAY
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
<S> <C> <C> <C>
Northstar Income and Growth 0.75 of 1% on first $250 November 8, 1995 November 8th
Fund million; 0.70% on the next
$250 million; 0.65% on the next $250 million;
0.60% on the next $250 million; and 0.55% on
assets in excess of $1 billion.
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
Northstar High Total Return 0.75 of 1% on first $250 November 8, 1995 November 8th
Fund million; 0.70% on the next
$250 million; 0.65% on the next $250 million;
0.60% on the next $250 million; and 0.55% on
assets in excess of $1 billion
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
Northstar Growth + Value Fund 1.00% July 31, 1998 July 31st
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
Northstar High Total Return 0.75% November 8, 1998 November 8th
Fund II
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
Northstar International Value 1.00% November 8, 1998 November 8th
Fund
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
Northstar Emerging Markets 1.00% November 8, 1998 November 8th
Value Fund
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
Northstar _______ Fund 0.70% ________________ November 8th
- ------------------------------- ------------------------------ ---------------------------- ---------------------------
</TABLE>

UNDERWRITING AGREEMENT FOR
CLASS A SHARES OF
NORTHSTAR TRUST

NORTHSTAR HIGH TOTAL RETURN FUND
NORTHSTAR INCOME AND GROWTH FUND
NORTHSTAR GROWTH + VALUE FUND
NORTHSTAR HIGH TOTAL RETURN FUND II
NORTHSTAR INTERNATIONAL VALUE FUND
NORTHSTAR EMERGING MARKETS VALUE FUND
NORTHSTAR _______ FUND

AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL RETURN FUND,
NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH + VALUE FUND, NORTHSTAR HIGH
TOTAL RETURN FUND II, NORTHSTAR INTERNATIONAL VALUE FUND, NORTHSTAR EMERGING
MARKETS VALUE FUND, and NORTHSTAR ______ FUND (each a "Fund" and collectively
the "Funds"), each a series of NORTHSTAR TRUST, a Massachusetts business trust
(the "Trust"), and NORTHSTAR DISTRIBUTORS, INC., a Minnesota corporation (the
"Underwriter") on November 8, 1993, and amended and restated on ________, 1998.

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 of 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, 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 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.

<PAGE>

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, sales may be made at net asset value as provided in the Trust's
prospectus. .

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 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 to 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 Prospectus or in sales literature or
advertisements approved by each respective 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

<PAGE>

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 redemptions. 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 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 for 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 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 each 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

<PAGE>

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 & 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 their may be no omission to state a material fact therein
necessary in order to make the statements therein, in 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.

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 class of outstanding voting securities of each respective Fund
or by vote of a majority of the Trustees, acting separately on behalf of each
Fund, who are not "interested persons" of the Funds and who have not direct or
indirect financial interest in the operation of the Plan or in any 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 on behalf of
the Funds and shall continue in effect for two years from its effective date.
Thereafter, this Agreement shall continue for successive annual periods,
provided that such continuance is specifically approved annually by a majority
of the Trustees who are not interested persons of the parties hereto as defined
in the Investment Company Act of 1940 and either (a) by vote of the Trustees of
the Trust or (b) by vote of a majority or 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 of the 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.

<PAGE>

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
day and year set forth above.

Attest: NORTHSTAR TRUST

By: ________________________ By: _____________________________

Attest: NORTHSTAR DISTRIBUTORS, INC.

By: ________________________ By: _____________________________

UNDERWRITING AGREEMENT FOR
CLASS B SHARES OF
NORTHSTAR TRUST

AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL RETURN FUND,
NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH + VALUE FUND, NORTHSTAR HIGH
TOTAL RETURN FUND II, NORTHSTAR INTERNATIONAL VALUE FUND, NORTHSTAR EMERGING
MARKETS VALUE FUND and Northstar ____________ Fund (each a "Fund" and
collectively the "Funds"), each a series of NORTHSTAR TRUST, a Massachusetts
business trust (the "Trust"), and NORTHSTAR DISTRIBUTORS, INC., a Minnesota
corporation (the "Underwriter") on December 31, 1997, and amended and restated
on ______________, 1998.

1. Each Fund hereby appoints the Underwriter as its exclusive agent to promote
the sale and to arrange for the sale of Class B shares of beneficial interest of
each Fund, including both unissued shares and treasury shares, through
broker-dealers of otherwise, in all parts of the United States and elsewhere
throughout the world. Each Fund agrees to sell and deliver its Class B shares,
upon the terms hereinafter set forth, as long as it has unissued and/or treasury
Class B shares available for sale.

(a) Each Fund hereby authorizes the Underwriter, subject to law and the
Declaration of Trust, to accept, for the respective account of each Fund, orders
for the purchase of its Class B 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 B shares shall be the net asset value per
share (as determined by or on behalf of each Fund) of the outstanding Class B
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 shall become effective as set forth from
time to time in the Prospectus; such net asset value shall also be regularly
determined, and the public offering price 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.
("NASD") or of the Securities and Exchange Commission ("SEC"). Each Fund shall
furnish, or cause to be furnished, daily to the Underwriter, with all possible
promptness, a detailed computation of net asset value of its Class B shares.

1
<PAGE>

(c) (i) In consideration of the Underwriter's services as principal distributor
of each Fund's Class B shares pursuant to this Agreement and in accordance with
the provisions of the Trust's Amended and Restated Distribution and Service Plan
(the "Plan") in respect of such shares each Fund agrees: (I) to pay to the
Underwriter or, at the Underwriter's direction, to a third party, monthly in
arrears on or prior to the 5th business day of the following calendar month (A)
a service fee (the "Service Fee") equal to 0.25 of 1% per annum of the average
daily net asset value of the Class B shares of the Fund outstanding from time to
time, and (B) the Underwriter's "Allocable Portion" (as hereinafter defined) of
a fee (the "Distribution Fee") equal to 0.75 of 1% per annum of the average
daily net asset value of the Class B shares of the Fund outstanding from time to
time, and (II) to withhold from redemption proceeds in respect of Class B shares
of the Fund the Underwriter's Allocable Portion of the Contingent Deferred Sales
Charges ("CDSCs") payable in respect of such redemption as provided in the
Prospectus of the Fund and to pay the same over to the Underwriter or, at the
Underwriter's direction, to a third party, at the time the redemption proceeds
in respect of such redemption are payable to the holder of the Class B shares
redeemed.

(ii) The Underwriter will be deemed to have performed all services
required to be performed in order to be entitled to receive its Allocable
Portion of the Distribution Fee payable in respect of the Class B shares of each
Fund upon the settlement date of each sale of a "Commission Share" (as defined
in the Allocation Schedule attached hereto as Schedule B) of the Fund taken into
account in determining the Underwriter's Allocable Portion of such Distribution
Fees.

(iii) Notwithstanding anything to the contrary set forth in this
Agreement or (to the extent waiver thereof is permitted thereby) applicable law,
each Fund's obligation to pay the Underwriter's Allocable Portion of the
Distribution Fees payable in respect of the Class B shares of the Fund shall not
be terminated or modified for any reason (including a termination of this
Agreement) except to the extent required by a change in the Investment Company
Act of 1940 (the "Act"), the rules thereunder or the Conduct Rules of the NASD,
in each case enacted or promulgated after December 31, 1997, or in connection
with a "Complete Termination" (as hereinafter defined) of the Plan.

(iv) Each Fund will not take any action to waive or change any CDSC in
respect of the Class B shares of the Fund, except as provided in the Fund's
Prospectus or statement of additional information as in effect as of the date
hereof, without the consent of the Underwriter and the permitted assigns of all
or any portion of its rights to its Allocable Portion of the CDSCs.

(v) Notwithstanding anything to the contrary in this Agreement, neither
the termination of the Underwriter's role as principal distributor of the Class
B shares of any Fund, nor the termination of this Agreement nor the termination
of the Plan will terminate the Underwriter's right to its Allocable Portion of
the CDSCs in respect of the Class B shares of the Fund.

2
<PAGE>

(vi) Notwithstanding anything to the contrary in this Agreement, the
Underwriter may assign, sell or pledge (collectively, "Transfer") its rights to
the Service Fees and its Allocable Portion of the Distribution Fees and CDSCs
(but not its obligations to any Fund under this Agreement) to raise funds to
make the expenditures related to the distribution of Class B shares of the Fund
and in connection therewith, upon receipt of notice of such Transfer, the Fund
shall pay, or cause to be paid, to the assignee, purchaser or pledgee
(collectively with their subsequent transferees, "Transferees") such portion of
the Underwriter's Service Fees, Allocable Portion of the Distribution Fees and
CDSCs in respect of the Class B shares of the Fund so Transferred. Except as
provided in (iii) above and notwithstanding anything to the contrary set forth
elsewhere in this Agreement, to the extent the Underwriter has Transferred its
rights thereto to raise funds as aforesaid, each Fund's obligation to pay the
Underwriter's Allocable Portion of the Distribution Fees and CDSCs payable in
respect of the Class B shares of the Fund shall be absolute and unconditional
and shall not be subject to dispute, offset, counterclaim or any defense
whatsoever, at law or equity, including, without limitation, any of the
foregoing based on the insolvency or bankruptcy of the Underwriter (it being
understood that such provision is not a waiver of the Fund's right to pursue the
Underwriter and enforce such claims against the assets of the Underwriter other
than the Underwriter's right to the Distribution Fees and CDSCs in respect of
the Class B shares of the Fund, which have been so transferred in connection
with such Transfer). Each Fund agrees that each such Transferee is a third party
beneficiary of the provisions of this clause (vi) but only insofar as those
provisions relate to Distribution Fees and CDSCs transferred to such Transferee.

(vii) For purposes of this Agreement, the term Allocable Portion of
Distribution Fees and CDSCs payable in respect of the Class B shares of any Fund
shall mean the portion of such Distribution Fees and CDSCs allocated to the
Underwriter in accordance with the Allocation Schedule attached hereto as
Schedule B.

(viii) For purposes of this Agreement, the term "Complete Termination"
of the Plan in respect of any Fund means a termination of the Plan involving the
complete cessation of the payment of Distribution Fees in respect of all Class B
shares of the Fund, and the termination of the distribution plans and the
complete cessation of the payment of distribution fees pursuant to every other
Distribution Plan pursuant to Rule 12b-1 under the Act in respect of the Class B
shares of the Fund and any successor fund or any fund acquiring a substantial
portion of the assets of the Fund and for every future class of shares which has
substantially similar characteristics to the Class B shares of the Fund taking
into account the manner of payment and amount of sales charge, contingent
deferred sales charge or other similar charges borne directly or indirectly by
the holders of such shares.

(d) The Underwriter may reallow any or all of the Distribution and Services Fees
and CDSCs which it is paid under the Agreement to such dealers as the
Underwriter may from time to time determine.

3
<PAGE>

(e) The Underwriter may fix quantity discounts and other similar variances or
waivers of the CDSCs not inconsistent with the provisions of the Act; provided
however, that the Underwriter shall not impose any commission, permit any
quantity discount, or impose any other similar waiver or variance in connection
with the sale of Class B shares except as disclosed in the Prospectus of the
Trust.

2. The Underwriter agrees to devote reasonable time and effort to enlist
investment dealers to sell Class B shares of each Fund and otherwise promote the
sale and distribution and act as Underwriter for the sale and distribution of
the Class B 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 B 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 Act.

3. To the extent a Fund shall offer (as set forth in the Trust's Prospectus) to
provide physical certificates evidencing ownership of Class B 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 B 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 to the Fund.

4. All sales literature and advertisements used by the Underwriter in connection
with sales of the Class B 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 B shares to give only such information and to make only such statements or
representations as are contained in the Prospectus or in sales literature or
advertisements approved by each respective 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 B shares for redemption at prices
determined as prescribed in the Prospectus of the Trust. Such price shall
reflect the subtraction of the applicable CDSC, if any, computed in accordance
with and in the manner set forth in the Trust's Prospectus. 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. The Underwriter shall report all redemptions promptly to the
respective Funds.

4
<PAGE>

each annual and other periodic report of each Fund as the Underwriter may
request, and shall cooperate fully in the efforts of the Underwriter to sell and
arrange for the sale of its Class B 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 B 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 B shares of each Fund, for fees and
expenses incident to the issuance of Class B 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 for 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 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 B shares of each 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
B 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 Act.

9. Each Fund agrees to register, from time to time as necessary, additional
Class B shares with the SEC, 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 their may be
no omission to state a material fact therein necessary in order to make the
statements therein, in 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
SEC and effective under the Securities Act of 1933, as amended, as such
Registration Statement is amended from time to time, and the term

5
<PAGE>

"Prospectus" shall mean the most recent form of prospectus authorized by the
Trust for use by the Underwriter and by dealers.

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 class of outstanding voting securities of each respective Fund
or by vote of a majority of the Trustees, acting separately on behalf of each
Fund, who are not "interested persons" of the Funds and who have not direct or
indirect financial interest in the operation of the Plan or in any 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 Act.

12. This Agreement has been approved by the Trustees of the Trust on behalf of
the Funds and shall continue in effect for two years from its effective date.
Thereafter, this Agreement shall continue for successive annual periods,
provided that such continuance is specifically approved annually by a majority
of the Trustees who are not interested persons of the parties hereto as defined
in the Act and either (a) by vote of the Trustees of the Trust or (b) by vote of
a majority or the outstanding voting securities of each Fund, as defined in the
Act.

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 this
__ day of December, 1998.

<TABLE>
<CAPTION>
Attest: NORTHSTAR TRUST

<S> <C>
By: ________________________________________ By: _____________________________________________

Attest: NORTHSTAR DISTRIBUTORS, INC.

By: ________________________________________ By: _____________________________________________

As Amended and Restated: December __, 1998
</TABLE>

UNDERWRITING AGREEMENT FOR
CLASS C SHARES OF
NORTHSTAR TRUST

AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL RETURN FUND,
NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH + VALUE FUND, NORTHSTAR HIGH
TOTAL RETURN FUND II, NORTHSTAR INTERNATIONAL VALUE FUND, NORTHSTAR EMERGING
MARKETS VALUE FUND and NORTHSTAR ______ FUND (each a "Fund" and collectively the
"Funds"), series of NORTHSTAR TRUST, a Massachusetts business trust (the
"Trust"), and NORTHSTAR DISTRIBUTORS, INC., a Minnesota corporation (the
"Underwriter") on November 8,1993, and amended and restated on ________, 1998.

1. Each Fund hereby appoints the Underwriter as its exclusive agent to promote
the sale and to arrange for the sale of Class C shares of beneficial interest of
each Fund, including both unissued shares and treasury shares, through
broker-dealers of otherwise, in all parts of the United States and elsewhere
throughout the world. Each Fund agrees to sell and deliver its Class C shares,
upon the terms hereinafter set forth, as long as it has unissued and/or treasury
Class C shares available for sale.

(a) Each Fund hereby authorizes the Underwriter, subject to law and the
Declaration of Trust, to accept, for the respective account of each Fund, orders
for the purchase of its Class C 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 C shares shall be the net asset value per
share (as determined by each Fund) of the outstanding Class C 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 shall become effective as set forth from time to time in the
Prospectus; such net asset value shall also be regularly determined, and the
public offering price 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 C shares.

<PAGE>

(c) As compensation for providing services under this Agreement, (i) the
Underwriter shall receive from each Fund distribution and service fees under the
terms and conditions set forth in the Class C Distribution Plan for each Fund
adopted under Rule 12b-1 under the Investment Company Act of 1940, as amended,
as that Plan may be amended from time to time and subject to any further
limitations on such fees as the Trustees may impose, and (ii) the Underwriter
shall receive from each Fund all contingent deferred sales charges applied on
redemption of Class C shares of such Fund. Whether and to what extent a
contingent deferred sales charge will be imposed with respect to a redemption
shall be determined in accordance with, and in a manner set forth in, the
Trust's Prospectus.

(d) The Underwriter may reallow any or all of the distribution and services fees
and contingent deferred sales charges which it is paid under the Agreement to
such dealers as the Underwriter may from time to time determine.

(e) The Underwriter may fix quantity discounts and other similar variances or
waivers of the contingent deferred sales charge not inconsistent with the
provisions of the Investment Company Act of 1940; provided however, that the
Underwriter shall not impose any commission, permit any quantity discount, or
impose any other similar waiver or variance in connection with the sale of Class
C shares except as disclosed in the Prospectus of the Trust.

2. The Underwriter agrees to devote reasonable time and effort to enlist
investment dealers to sell Class C shares of each Fund and otherwise promote the
sale and distribution and act as Underwriter for the sale and distribution of
the Class B 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 C 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 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 C 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 C 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 to the Fund.

4. All sales literature and advertisements used by the Underwriter in connection
with sales of the Class C 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 C shares to give only such information and to make only such statements or
representations as are contained in the Prospectus or in sales literature or
advertisements approved by each respective Fund or in such financial statements
and reports as are furnished to the Underwriter pursuant to paragraph 6 below.
The Funds

<PAGE>

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 C shares for redemption at prices
determined as prescribed in the Prospectus of the Trust. Such price shall
reflect the subtraction of the applicable contingent deferred sales charge, if
any, computed in accordance with and in the manner set forth in the Trust's
Prospectus. 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. 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 request, and shall
cooperate fully in the efforts of the Underwriter to sell and arrange for the
sale of its Class C 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 C 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 C shares of each Fund, for fees and
expenses incident to the issuance of Class C 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 for 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 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.

<PAGE>

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 C shares with the Securities & 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 their may be no omission to state a material fact therein
necessary in order to make the statements therein, in 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.

<PAGE>

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
day and year set forth above.

Attest: NORTHSTAR TRUST

By: ________________________ By: _____________________________

Attest: NORTHSTAR DISTRIBUTORS, INC.

By: ________________________ By: _____________________________

NORTHSTAR TRUST
ADMINISTRATIVE SERVICES AGREEMENT
AS AMENDED ________, 1998

Agreement made this 8th day of November, 1993, and amended and restated
on this ___ day of ____________, 1998, between Northstar Trust (the "Trust") on
behalf of Northstar Income and Growth Fund, Northstar High Total Return Fund,
Northstar Growth + Value Fund, Northstar High Total Return Fund II, Northstar
International Value Fund, Northstar Emerging Markets Value Fund and Northstar
______ Fund (each a "Fund," collectively the "Funds"), and Northstar
Administrators Corporation (the "Administrator").

WHEREAS, the Trust is a Massachusetts business trust authorized to
issue shares in series and is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act")
and the Funds are series of the Trust; and

WHEREAS, Northstar Investment Management Corporation (the "Adviser")
serves as investment adviser to the Funds, and the Trust wishes to retain the
Administrator to render administrative and other services to the Funds, and the
Administrator is willing to render such services to the Funds;

I. in consideration of the premises, promises and mutual covenants herein
contained, it is agreed between the parties as follows:

1. APPOINTMENT

The Trust hereby appoints the Administrator to serve as administrator
to the Funds for the periods and on the terms set forth herein. The
Administrator accepts this appointment and agrees to furnish the
services set forth herein for the compensation provided herein.

2. SERVICES AS ADMINISTRATOR

A. GENERAL SERVICES

Subject to the supervision and direction of the Board of
Trustees of the Trust, the Administrator will (a) assist in
supervising all aspects of the Funds' operations except those
performed by the Funds' Adviser under its investment advisory
agreement; (b) furnish such statistical or other factual
information, advice regarding economic factors and trends and
advice and guidelines as to transactions in specific
securities (but without generally furnishing advice or making
recommendations regarding the purchase or sale of securities);
(c) maintain or supervise, as the case may be, the maintenance
by the Adviser or third parties approved by the Trust of such
books and records of the Funds as may be required by
applicable federal or state law; (d) perform all corporate
secretarial functions on behalf of the Funds; (e) provide the
Funds with office

<PAGE>

facilities, assemble and provide statistical and research
data, provide data processing, clerical, internal legal,
internal executive, administrative and bookkeeping services,
and provide stationary and office supplies; (f) supervise the
performance by third parties of Fund accounting and portfolio
pricing services, internal audits and audits by independent
accountants for the Funds; (g) prepare and arrange for the
printing, filing and distribution of prospectuses, proxy
materials, and periodic reports to the shareholders of the
Funds as required by applicable law; (h) prepare or supervise
the preparation by third parties approved by the Trust of all
federal, state, and local tax returns and reports of the Funds
required by applicable law; (i) prepare, update, and arrange
the filing of the Funds' registration statement and amendments
thereto and other documents as the Securities and Exchange
Commission (the "Commission") and other federal regulatory
authorities may require by applicable law, and oversee
compliance under all state regulatory requirements to which
the Funds are subject; (j) render to the Board of Trustees of
the Trust such periodic and special reports respecting the
Funds as the Board may reasonably request; (k) arrange,
assemble information and reports for, and attend meetings of
the Trustees and the shareholders of the Funds; (l) maintain a
fidelity bond as required under the 1940 Act for the Trust and
liability insurance for the Trustees and officers of the
Trust; and (m) make available its officers and employees to
the Board of Trustees and officers of the Trust for
consultation and discussions regarding the administration of
the Funds.

B. SHAREHOLDER SERVICING

Subject to the supervision and direction of the Board of
Trustees, the Administrator will (a) provide customer service
to all shareholder accounts, including responding to all
telephone inquiries and written correspondence; and (b)
maintain records of all broker-dealers holding shareholder
accounts in the Funds; and (c) assist broker-dealers in
servicing shareholder accounts, including processing broker
wire orders for purchases of shares of the Funds.

C. PERFORMANCE OF DUTIES

The Administrator, at its discretion, may enter into contracts
with third parties for the performance of the services to be
provided by the Administrator under this Agreement.

The Administrator, in the performance of its duties and
obligations under this Agreement, shall act in conformity wit
the Registration Statement, as amended, of the Funds and with
the instructions and directions of the Board of Trustees of
the Trust and will conform to, and comply with, the
requirements of the 1940 Act and all other applicable federal
and state laws and regulations. In performing its shareholder
servicing duties listed in subparagraph B herein, the
Administrator shall not engage in any activities that would
require it to register as a transfer agent under the
Securities Exchange Act of 1934.

<PAGE>

3. DOCUMENTS

The Trust has delivered to the Administrator copies of each of
the following documents and will deliver to it all future
amendments and supplements, if any:

(a) Declaration of Trust, as amended, as filed
with the Secretary of the Commonwealth of
Massachusetts;

(b) By-laws of the Trust;

(c) Certified resolutions of the Trustees
authorizing the appointment of the
Administrator and approving this Agreement
on behalf of the Trust and each Fund;

(d) Registration Statement on Form N-1A under
the 1940 Act and the Securities Act of 1933,
as amended from time to time (the
"Registration Statement"), as filed with the
Commission, relating to the Trust and shares
of beneficial interest of each Fund and all
amendments thereto.;

(e) Notification of Registration of the Trust
under the 1940 Act on Form N-8A as filed
with the Commission and all amendments
thereto;

(f) Prospectus and Statement of Additional
Information included in the Registration
Statement, as amended from time to time. All
references to this Agreement, the Prospectus
and Statement of Additional Information
shall be to such documents as most recently
amended or supplemented and in effect.

4. DIRECTORS, OFFICERS AND EMPLOYEES

The Administrator shall authorize and permit any of its directors, officers and
employees who may be elected as trustees or officers of the Trust and/or the
Funds to serve in the capacities in which they are elected. All services to be
furnished by the Administrator under this Agreement may be furnished through
such directors, officers or employees of the Administrator.

5. RECORDS

The Administrator agrees that all records which it maintains for the Trust
and/or the Funds are property of the Trust and/or the Funds. The Administrator
will surrender promptly to

<PAGE>

the Trust and/or the Funds any such records upon either the Trust's or the
Fund's request. The Administrator further agrees to preserve such records for
the periods prescribed in Rule 31a-2 of the Commission under the 1940 Act.

6. COMPENSATION

In consideration of the services rendered pursuant to Section 2.A. of this
Agreement, the Funds will pay the Administrator a fee, computed and accrued
daily and payable monthly, at an annual rate of 0.10% of each Fund's average
daily net assets. For the purpose of determining fees payable to the
Administrator, the value of a Fund's average daily net assets shall be computed
at the times and in the manner specified in the Prospectus and Statement of
Additional Information of the Fund as from time to time in effect.

In consideration of the services rendered pursuant to Section 2.B. of this
Agreement, the Administrator shall receive a fee of $5.00 per year per account
of each beneficial holder of shares in a Fund, which shall be payable no later
than January 31 of the following year.

7. EXPENSES

The Administrator will bear all expenses in connection with the performance of
its services under this Agreement, except that the Administrator will be
reimbursed by the Funds for the out-of-pocket costs incurred in connection with
this Agreement or by third parties who are performing services as permitted by
paragraph 2. The Funds will bear certain other expenses to be incurred in their
operation, including: taxes, interest, brokerage fees and commissions, if any;
charges of custodians and transfer and dividend disbursing agents; certain
insurance premiums; outside auditing and legal expenses; cost of maintenance of
the Funds' existence; cost attributable to investor services, including without
limitation, telephone and personnel expenses; charges of accounting, internal
auditing, and pricing of portfolio securities for the Funds, including the
charges of an independent pricing service; costs of preparing and printing
prospectuses and statement of additional information for regulatory purposes and
for distribution to existing shareholders; costs of shareholders' reports and
meeting of the shareholders of the Funds and of the officers or the Board of
Trustees of the Trust; and any extraordinary expenses.

8. STANDARD OF CARE

The Administrator shall exercise its best judgment in rendering the services
under this Agreement. The Administrator shall not be liable for any error or
judgment or mistake of law or for any loss suffered by the Funds or the Funds'
shareholders in connection with the matter to which this Agreement relates,
provided that nothing herein shall be deemed to protect or purport to protect
the Administrator against liability to the Funds or to their shareholders to
which the Administrator would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or by reason of the Administrator's reckless disregard of its obligations
and duties under this

<PAGE>

Agreement. As used in this Section 8, the term "Administrator" shall include any
officers, directors, employees, or other affiliates of the Administrator
performing services with respect to the Funds.

9. DURATION AND TERMINATION

This Agreement shall continue in effect unless sooner terminated as provided
herein, for two years from the date hereof and shall continue from year to year
thereafter, provided each continuance is specifically approved at least annually
by a majority of the Board of Trustees of the Trust, including a majority of the
Board of Trustees who are not "interested persons" (as defined in the 1940 Act)
of any party to this Agreement, by vote cast in person at a meeting called for
the purpose of voting such approval. This Agreement is terminable, without
penalty, on 60 days' written notice by the Board of Trustees of the Trust or by
vote of holders of a majority of the Funds' shares, or upon 90 days' written
notice by the Administrator.

10. SERVICE TO OTHER COMPANIES OR ACCOUNTS

The administrative services of the Administrator to the Funds under this
Agreement are not to be deemed exclusive, and the Administrator, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objective and
policies are similar to those of the Funds) and to engage in other activities,
so long as its services hereunder are not impaired thereby.

11. ASSIGNMENT

This Agreement may be assigned by either party only upon the prior written
consent of the other party.

12. MISCELLANEOUS

(a) This Agreement constitutes the full and complete agreement of
the parties hereto with respect to the subject matter hereof.

(b) Titles or captions of Sections contained in this Agreement are
inserted only as a matter of convenience and for reference,
and in no way defined, limit extend or describe the scope of
this Agreement or the intent of any provisions thereof.

(c) This Agreement may be executed in several counterparts, all of
which together shall for all purposes constitute one
Agreement, binding on all parties.
<PAGE>

(d) This Agreement and the rights and obligations of the parties
hereunder shall be governed by, and interpreted, construed and
enforced in accordance with the laws of the State of
Connecticut.

(e) If any provisions of this Agreement or the application thereof
to any party or circumstances shall be determined by any court
of competent jurisdiction to be valid or unenforceable to any
extent, the remainder of this Agreement or the application of
such provision to such person or circumstance, other than
those as to which it is so determined to be invalid or
unenforceable, shall not be affected thereby, and each
provision hereof shall be valid and shall be enforced to the
fullest extent permitted by law.

(f) Notices of any kind to be given to the Administrator by the
Trust shall be in writing and shall duly given if mailed or
delivered to the Administrator at 300 First Stamford Place,
Stamford, CT 06902, or at such other address or to such
individual as shall be specified by the Administrator to the
Trust.

(g) The Administrator, the Trust and the Funds each agree that the
name "Northstar" is proprietary to, and a property right of,
the Administrator. The Trust and the Funds agree and consent
that (i) each will only use the name "Northstar" as part of
its name and for no other purpose, (ii) each will not purport
to grant any third party the right to use the name "Northstar"
and (iii) upon the termination of this Agreement, the Trust
and the Funds shall, upon the request of the Administrator,
cease to use the name "Northstar," and shall use its best
efforts to cause its officers, trustees and shareholders to
take any and all actions which the Administrator may request
to effect the foregoing.

(h) 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 "Northstar 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 the affairs of the Trust, but the
Trust property only shall be liable.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year set forth
above.

Attest: NORTHSTAR TRUST

By:_________________________________ By:_________________________________

Attest: NORTHSTAR ADMINISTRATORS
CORPORATION

By:_________________________________ By:_________________________________

NORTHSTAR TRUST
DISTRIBUTION AND SERVICE PLAN
AS AMENDED AND RESTATED DECEMBER __, 1998

The following is the Distribution and Service Plan (the "Plan") for Northstar
Trust (the "Trust") consisting of the series named on Schedule 1 hereto, as such
schedule may be revised from time to time (each, a "Fund").

1. (a). SERVICE FEE. Each Fund will pay to NORTHSTAR DISTRIBUTORS, INC., a
Minnesota corporation, and each successor principal distributor of such Fund's
shares pursuant to this Plan (each thereof, a "Distributor"), so long as it
shall be providing shareholder services, as compensation for providing, or
arranging for the provision of, shareholder services in respect of the Fund, a
monthly service fee (the "Service Fee") at the annual rate of 0.25 of 1% of the
average net asset value of the Fund, as determined at the close of each business
day during the month. The Distributor may pay all or any portion of the Service
Fee to securities dealers as service fees pursuant to agreements with such
dealers for providing personal services to investors in shares of the Fund
and/or the maintenance of shareholder accounts, or may use all or any portion of
the Service Fee to pay for expenses of the Distributor (including overhead
expenses) incurred in connection with the provision of personal services
provided to investors in shares of the Fund and/or the maintenance of
shareholder accounts, including without limitation, expenses of personnel and
communications equipment used in servicing shareholder accounts. All payments of
Service Fees under this plan are intended to qualify as "service fees" within
the meaning of the Conduct Rules of the National Association of Securities
Dealers, Inc. ("NASD"), as in effect from time to time.

(b). DISTRIBUTION FEE. In addition to the Service Fee, each Fund will
pay to each Distributor, as compensation for acting as principal distributor in
respect of each class of the Fund's shares and as reimbursement of the
distribution expenditures incurred in connection therewith, including those
listed below, its "Allocable Portion" (as hereinafter defined) of a fee (the
"Distribution Fee") computed in respect of such class of shares as follows: (i)
at the annual rate of 0.75 of 1% of the average net asset value of the Fund
attributable to Class B and Class C shares; and (ii) at the annual rate of 0.05
of 1% of the average net asset value of the Fund attributable to Class A shares,
as determined at the close of each business day during the month. Such
expenditures may consist of: (i) commissions to sales personnel for selling
shares of the Fund (including interest and other financing costs in the case of
Class B and Class C shares); (ii) compensation, sales incentives and payments to
sales, marketing and service personnel; (iii) payments to broker-dealers and
other financial institutions which have entered into agreements with the
Distributor in the form of the Dealer Agreement for Northstar Affiliated
Investment Companies for distribution services rendered in connection with the
sale and distribution of shares of the Fund; (iv) payment of expenses incurred
in sales and promotional activities, including advertising expenditures related
to each class of shares of the Funds; (v) the costs of preparing

1
<PAGE>

and distributing promotional materials; (vi) the cost of printing the Fund's
Prospectus and Statement of Additional Information for distribution to potential
investors; and (vii) such other similar services that the Trustees determine are
reasonably calculated to result in sales of shares of the Fund.

Any payment of Distribution Fees under this Plan is intended to constitute an
"asset-based sales charge" within the meaning of the Conduct Rules of the NASD.

The underwriting agreement or distribution contract with respect to each Fund
and each Distributor relating to the Class B shares of the Fund (the
"Distributor's Contract") shall provide that: (I) the Distributor will be deemed
to have performed all services required to be performed in order to be entitled
to receive its Allocable Portion of the Distribution Fee payable in respect of
the Class B shares of the Fund upon the settlement date of each sale of a
"Commission Share" (as defined below) of such class taken into account in
determining such Distributor's Allocable Portion of such Distribution Fee in
respect of such class; (II) the Fund's obligation to pay such Distributor its
Allocable Portion of the Distribution Fee payable in respect of such class shall
not be terminated or modified for any reason (including a termination of the
Distributor's Contract between such Distributor and the Fund) except to the
extent required by a change in the Investment Company Act of 1940 (the "Act"),
the rules thereunder or the Conduct Rules of the NASD, in each case enacted or
promulgated after December 31, 1997, or in connection with a "Complete
Termination" (as hereinafter defined) of this Plan in respect of the Class B
shares of the Fund; (III) the Fund will not take any action to waive or change
any contingent deferred sales charge ("CDSC") in respect of the Class B shares
of the Fund, except as provided in the Fund's Prospectus or Statement of
Additional Information, without the consent of such Distributor or its assigns;
(IV) neither the termination of such Distributor's role as principal distributor
of the Class B shares of the Fund, nor the termination of such Distributor's
Contract nor the termination of this Plan will terminate such Distributor's
right to its Allocable Portion of the CDSCs; and (V) such Distributor may
assign, sell or pledge (collectively, "Transfer") its rights to the Service Fees
and its Allocable Portion of the Distribution Fees and CDSCs (but not such
Distributor's obligations to the Fund under the Distributor's Contract) to raise
funds to make the expenditures related to the distribution of Class B shares of
the Fund and in connection therewith, upon receipt of notice of such Transfer,
the Fund shall pay to the assignee, purchaser or pledgee (collectively with
their subsequent transferees, "Transferees"), as third party beneficiaries, such
portion of such Distributor's Service Fees, Allocable Portion of the
Distribution Fees or CDSCs in respect of the Class B shares of such Fund so
Transferred and except as provided in (II) above notwithstanding anything to the
contrary set forth in this Plan or in the Distributor's Contract, to the extent
such Distributor has Transferred its rights to its Allocable Portion of the
Distribution Fees and CDSCs, the Fund's obligation to pay such Distributor's
Allocable Portion of the Distribution Fees and CDSCs payable in respect of the
Class B shares of such Fund shall be absolute and unconditional and shall not be
subject to dispute, offset, counterclaim or any defense whatsoever, at law or
equity, including, without limitation, any of the foregoing based on the
insolvency or bankruptcy of such Distributor (it being understood that such
provision is not a waiver of the Fund's right to pursue such Distributor and
enforce such claims against the assets of such Distributor other than

2
<PAGE>

its right to the Distribution Fees and CDSCs in respect of the Class B shares of
the Fund transferred in connection with such Transfer). For purposes of this
Plan, the term "Allocable Portion" of Distribution Fees or CDSCs payable in
respect of the Class B shares of any Fund as applied to any Distributor shall
mean the portion of Distribution Fees or CDSCs payable in respect of such Fund
allocated to such Distributor in accordance with the Allocation Schedule (as
defined in the Distributor's Contract as it relates to the Class B shares of the
Fund). For purposes of this Plan, the term "Complete Termination" of this Plan
in respect of any Class B shares of any Fund means a termination of this Plan
involving the complete cessation of the payment of Distribution Fees in respect
of all Class B shares of the Fund, and the termination of the distribution plans
and the complete cessation of the payment of distribution fees pursuant to every
other Distribution Plan pursuant to Rule 12b-1 in respect of the Class B shares
of the Fund and any successor fund or any fund acquiring a substantial portion
of the assets of the Fund and for every future class of shares which has
substantially similar characteristics to the Class B shares of the Fund taking
into account the manner of payment and amount of sales charge, contingent
deferred sales charge or other similar charges borne directly or indirectly by
the holders of such shares.

2. At least quarterly in each year that this Plan remains in effect, each Fund's
Principal Accounting Officer or Treasurer, or such other person authorized to
direct the disposition of monies paid or payable by each Fund, shall prepare and
furnish to the Trustees for their review, and the Trustees shall review, a
written report complying with the requirements of Rule 12b-l under the Act
regarding the amounts expended by each Fund under the Plan and the purposes for
which such expenditures were made.

3. This Plan shall not take effect until it, together with any related
agreements, have been approved (a) by a vote of at least the majority of the
Trustees, acting separately on behalf of each Fund, as well as a vote of at
least a majority of the Trustees, acting separately on behalf of each Fund, who
are not interested persons (as defined in the Act) of each Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
related agreements (the "Disinterested Trustees"), cast in person at a meeting
called for the purpose of voting on the Plan or any related agreements, and if
required under the Act (b) by a vote of at least a majority (as defined in the
Act) of the outstanding Class A shares of each Fund.

4. This Plan shall remain in effect for one year from the date of its execution
and may be continued thereafter if specifically approved at least annually by
vote of at least a majority of the Trustees, acting separately on behalf of each
Fund, as well as a majority of the Disinterested Trustees. As to each Class,
this Plan may be amended at any time, provided that (a) the Plan may not be
amended to increase materially the amount of the Distribution Fees or Service
Fees payable hereunder pursuant to Paragraph 1 hereof without the approval of at
least a majority (as defined in the Act) of the outstanding shares of the
applicable Class and (b) all material amendments to this Plan must be approved
by a vote of the Trustees, acting separately on behalf of each Fund, and of the
Disinterested Trustees.

3
<PAGE>

5. While this Plan is in effect, the selection and nomination of Trustees who
are not interested persons (as defined in the Act) shall be committed to the
discretion of the Disinterested Trustees then in office.

6. With respect to each Class, any related agreements shall be in writing and
each shall provide that (a) such agreement shall be subject to termination,
without penalty, by vote of a majority (as defined in the Act.) of the
outstanding voting shares of the applicable Class on not more than 60 days'
written notice to any other party to the agreement; and (b) such agreement shall
terminate automatically in the event of its assignment.

7. With respect to each Class, this Plan may be terminated at any time by a vote
of a majority of the Disinterested Trustees, acting separately on behalf of each
respective Fund, or by vote of a majority (as defined in the Act) of the
outstanding voting shares of the applicable Class of each Fund.

8. The Funds shall preserve copies of this Plan and any related agreements and
all reports made pursuant to paragraph 2 hereof, and any information, estimates,
projections and other materials that serve as a basis therefor, considered by
the Trustees, for a period of not less than six years from the date of this
Plan, or the agreements or reports, as the case may be, the first two years in
an easily accessible place.

9. 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 "Northstar 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 the affairs of the Trust, but the Trust property only shall be
liable.

Dated: November 8, 1993
As Amended and Restated December __, 1998

4
<PAGE>

SCHEDULE 1

<TABLE>
<CAPTION>
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
NAME OF FUND MAXIMUM CLASS A COMBINED MAXIMUM CLASS B COMBINED MAXIMUM CLASS C COMBINED
DISTRIBUTION AND SERVICE DISTRIBUTION AND SERVICE DISTRIBUTION AND SERVICE
FEES FEES FEES
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Northstar High Total Return 0.30 of 1% 1.00% 1.00%
Fund
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Northstar Income and Growth 0.30 of 1% 1.00% 1.00%
Fund
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Northstar Growth + Value 0.30 of 1% 1.00% 1.00%
Fund
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Northstar High Total Return 0.30 of 1% 1.00% 1.00%
Fund II
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Northstar International 0.30 of 1% 1.00% 1.00%
Value Fund
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Northstar Emerging Markets 0.30 of 1% 1.00% 1.00%
Value Fund
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
Northstar ________ Fund 0.30 of 1% 1.00% 1.00%
- ----------------------------- ----------------------------- ---------------------------- ----------------------------
</TABLE>

AMENDED AND RESTATED
MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3
FOR
NORTHSTAR FUNDS
NORTHSTAR TRUST
AND
NORTHSTAR EQUITY TRUST

I. INTRODUCTION

The Northstar Funds and the Northstar Trust hereby adopt this Multiple
Class Plan (the "Plan") pursuant to Rule 18f-3 under the Investment
Company Act of 1940 (the "1940 Act") on behalf of the current series of
The Northstar Funds: Northstar Special Fund, Northstar Growth Fund,
Northstar Balance Sheet Opportunities Fund, Northstar Government
Securities Fund, Northstar Strategic Income Fund, and Northstar High Yield
Fund; the current series of the Northstar Trust: Northstar Income and
Growth Fund, Northstar High Total Return Fund, Northstar High Total Return
Fund II, Northstar Growth + Value Fund, Northstar International Value
Fund, Northstar Emerging Markets Value Fund and Northstar ______ Fund; the
current series of Northstar Equity Trust: Northstar Mid-Cap Growth Fund;
and any series that may be established in the future (referred to herein
collectively as the "Funds" and individually as a "Fund").

II. MULTIPLE CLASS STRUCTURE

Each of the Funds continuously offers three classes of shares: "Class A
Shares," "Class B Shares" and "Class C Shares." Northstar Growth Fund,
Northstar Special Fund, Northstar Mid-Cap Growth Fund and Northstar ______
Fund also offer a fourth class of shares designated "Class I Shares." In
addition, prior to June 5, 1995, the Northstar Special Fund, Northstar
Growth Fund, Northstar Balance Sheet Opportunities Fund, Northstar
Government Securities Fund, Northstar Strategic Income Fund and Northstar
High Yield Fund each offered only one class of shares, which is currently
designated as "Class T shares." Class T shares are no longer offered for
sale by the Funds, except in connection with reinvestment of dividends and
other distributions, upon exchanges of Class T shares of another Fund, and
upon exchange of shares from the Class T Account of The Cash Management
Fund of Salomon Brothers Investment Series (the "Money Market Portfolio").

Shares of each class of a Fund shall represent an equal pro rata interest
in such Fund and, generally, shall have identical voting, dividend,
liquidation, and other rights, preferences, powers, restrictions,
limitations, qualifications and terms and conditions, except that: (a)
each class shall have a different designation; (b) each class shall bear
any Class Expenses, as defined in Section C below; and (c) each class
shall have exclusive voting rights on any matter submitted to shareholders
that relates solely to its distribution arrangement and each class shall
have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other
class. In addition, Class A, Class B, Class C, Class I and Class T shares
shall have the features described below.

A. Sales Charge Structure

(1) Class A Shares. Class A shares of a Fund shall be offered at
net asset value plus an initial sales charge. The front-end
sales charge shall be in such amount as is disclosed in the
Funds' prospectus or supplements thereto and shall be subject
to reductions for larger purchases and such waivers or
reductions as are disclosed in the Funds' prospectus or
supplements thereto. Class A shares generally shall not be
subject to a contingent deferred sales charge; however, a
contingent deferred sales charge in such amount as may be
described in the Funds' prospectus or supplements thereto may
be imposed on redemptions of Class A shares acquired in a
purchase of over a million dollars that are redeemed within 18
months of their purchase. Additional contingent deferred sales
charges may be imposed in such other cases as the Board may
approve and as are disclosed in the Funds' prospectus or
supplements thereto.

(2) Class B Shares. Class B shares of a Fund shall be offered at
net asset value without the imposition of an initial sales
charge. A contingent deferred sales charge in such amount as
is described in the Funds' prospectus or supplements thereto
shall be imposed on Class B shares, subject to such waivers or
reductions as are disclosed in the Funds' prospectus or
supplements thereto.

(3) Class C Shares. Class C shares of a Fund shall be offered at
net asset value without the imposition of a sales charge at
the time of purchase. A contingent deferred sales charge in
such amount as is described in the Funds' prospectus or
supplements thereto shall be imposed on redemptions of Class C
shares made within one year from the first day of the month
after purchase, subject to waivers or reductions as are
disclosed in the Funds' prospectus or supplements thereto.

(4) Class I Shares. Class I shares are offered to certain
institutional investors without the imposition of an initial
sales charge or a contingent deferred sales charge.

(4) Class T Shares. Class T shares are no longer offered for sale
by the Funds but may be obtained pursuant to the methods
described above. A contingent deferred sales charge in such
amount as is described in the Funds' prospectus or supplements
thereto shall be imposed on redemptions of Class T shares made
within four years after their purchase, subject to waivers or
reductions as are disclosed in the Funds' prospectus or
supplements thereto.

B. Service and Distribution Plans

Each Fund has adopted a 12b-1 plan for each class of shares of that
Fund (other than Class I Shares of the Northstar Growth Fund) with
the following terms:

(1) Class A Shares. Class A shares of each Fund, shall pay
Northstar Distributors, Inc. (the "Underwriter") 0.25%
annually of the average daily net assets of each Fund's Class
A shares for service activities, as defined in the rules of
the National Association of Securities Dealers, and 0.05%
annually of the average daily net assets of each Fund's Class
A shares for distribution activities.

(2) Class B Shares. Class B shares of each Fund, shall pay the
Underwriter 0.25% annually of the average daily net assets of
each Fund's Class B shares for service activities, as defined
in the rules of the National Association of Securities
Dealers, and 0.75% annually of the average daily net assets of
each Fund's Class B shares for distribution activities.

(3) Class C Shares. Class C shares of each Fund shall pay the
Underwriter 0.25% annually of the average daily net assets of
each Fund's Class C shares for service activities, as defined
in the rules of the National Association of Securities
Dealers, and 0.75% annually of the average daily net assets of
each Fund's Class C shares for distribution activities.

(4) Class I Shares. Class I shares of each Fund pay no service or
distribution fees.

(5) Class T Shares. Class T shares of the Northstar Growth Fund,
Northstar Special Fund and Northstar Strategic Income Fund
shall pay the Underwriter 0.95% annually of the average daily
net assets of those Funds' Class T shares; Class T shares of
the Northstar Balance Sheet Fund shall pay the Underwriter
0.75% annually of the average daily net assets of that Fund's
Class T shares; and the Northstar Government Securities Fund
and Northstar High Yield Fund shall pay 0.65% of the average
daily net assets of those Funds' Class T shares. In each case,
0.25% of the average daily net assets of each Fund's Class T
shares, which is paid annually to the Underwriter pursuant to
the 12b-1 plans, shall be allocated to pay for service
activities, as defined in the rules of the National
Association of Securities Dealers, with the remainder
allocated toward payment for distribution activities.

C. Allocation of Income and Expenses

(1) The gross income of each Fund shall, generally, be allocated
to each class on the basis of net assets. To the extent
practicable, certain expenses (other than Class Expenses as
defined below which shall be allocated more specifically)
shall be subtracted from the gross income on the basis of the
net assets of each class of each Fund.
These expenses include:

(a) Expenses incurred by each Trust (for example, fees of
Trustees, auditors and legal counsel) not attributable
to a particular Fund or to a particular class of shares
of a Fund ("Trust Expenses"); and

(b) Expenses incurred by a Fund not attributable to any
particular class of the Fund's shares (for example,
advisory fees, custodial fees, or other expenses
relating to the management of the Fund's assets) ("Fund
Expenses").

(2) Expenses attributable to a particular class ("Class Expenses")
shall be limited to: (i) payments made pursuant to a 12b-1
plan; (ii) transfer agency fees and expenses, including any
expenses of broker-dealers and other third parties providing
shareholder services to shareholders of a specific class;
(iii) printing and postage expenses related to preparing and
distributing materials such as shareholder reports,
prospectuses and proxies to current shareholders of a specific
class; (iv) Blue Sky registration fees incurred by a class;
(v) SEC registration fees incurred by a class; (vi) the
expense of administrative personnel and services to support
the shareholders of a specific class; (vii) litigation or
other legal expenses relating solely to one class; and (viii)
Trustees' fees incurred as a result of issues relating to one
class. Expenses in category (i) and (ii) above must be
allocated to the class for which such expenses are incurred.
All other "Class Expenses" listed in categories (iii)-(viii)
above may be allocated to a class but only if the President
and Treasurer have determined, subject to Board approval or
ratification, which of such categories of expenses will be
treated as Class Expenses, consistent with applicable legal
principles under the Act and the Internal Revenue Code of
1986, as amended.

Therefore, expenses of a Fund shall be apportioned to each
class of shares depending on the nature of the expense item.
Trust Expenses and Fund Expenses will be allocated among the
classes of shares based on their relative net asset values.
Approved Class Expenses shall be allocated to the particular
class to which they are attributable.

In the event a particular expense is no longer reasonably
allocable by class or to a particular class, it shall be
treated as a Trust Expense or Fund Expense, and in the event a
Trust Expense or Fund Expense becomes allocable at a different
level, including as a Class Expense, it shall be so allocated,
subject to compliance with Rule 18f-3 and to approval or
ratification by the Board of Trustees.

The initial determination of expenses that will be allocated
as Class Expenses and any subsequent changes thereto shall be
reviewed by the Board of Trustees and approved by such Board
and by a majority of the Trustees who are not "interested
persons," as defined in the 1940 Act.

D. Exchange Privileges. Shareholders may exchange shares of a Fund for
the same class of shares of another Fund or for shares of the Money
Market Portfolio except that Class I Shares of the Growth Fund do
not provide for any exchange privileges.

Shareholders of a class who exchange shares of a Fund for shares of
the Money Market Portfolio may only exchange shares of the Money
Market Portfolio for shares of another Fund in the same class as the
shareholder originally held. Exchanges are effected at net asset
value per share next computed following receipt of a properly
executed exchange request, without a sales charge, provided,
however, that in the case of a exchanges into Class A shares of a
Fund after a direct purchase into the Money Market Portfolio, the
applicable sales charge shall be imposed. Collection of the
contingent deferred sales charge shall be deferred on shares subject
to a charge that are exchanged for shares of the same class of
another Fund, or converted to shares of the Money Market Portfolio.
Under these circumstances, the combined holding period of shares in
each Fund or in a Fund and the Money Market Portfolio, shall be used
to calculate the conversion period discussed below, if applicable,
and to determine the deferred sales charge due upon redemption. Each
Fund reserves the right to terminate or modify its exchange
privileges at any time.

E. Conversion Features. Class B and Class T shares automatically
convert to Class A shares after eight years from purchase in the
case of Class B shares, and on the later of May 31, 1998 or eight
years after purchase in the case of Class T shares.

For purposes of conversion to Class A shares, shares purchased
through the reinvestment of dividends and distributions paid in
respect of Class B or Class T shares in a shareholder's Fund account
will be considered to be held in a separate subaccount. Each time
any Class B or Class T shares in the shareholder's Fund account
(other than those in the subaccount) convert to Class A, an equal
pro rata portion of the Class B or Class T shares in the subaccount
will also convert to Class A.

Shares shall be converted at the relative net asset values of the
two classes without the imposition of a sales charge, fee or other
charge. If the amount of Class A 12b-1 expenses of any Fund is
increased materially without the approval of the Class B and Class T
shareholders, any conversion will only take place in a manner
permitted by Rule 18f-3.

F. Waiver or Reimbursement of Expenses. Expenses may be waived or
reimbursed by any adviser, by the Underwriter or any other provider
of services to the Funds without the prior approval of the Board of
Trustees.

III. BOARD REVIEW

A. Initial Approval

The Board of Trustees, including a majority of the Trustees who are
not "interested persons" of the Funds and the Trusts as defined in
the 1940 Act, initially approved the Plan, with regard to the Funds
and classes thereof that were offered at the time, on October 29,
1996, and approved this amended and restated Plan on July 29, 1998.
These approvals were based on a determination that the Plan,
including the expense allocation, is in the best interests of each
class and Fund individually and of the Trusts. Their determination
was based on their review of information furnished to them which
they deemed reasonably necessary and sufficient to evaluate the
Plan.

B. Approval of Amendments

The Plan may not be amended materially unless the Board of Trustees,
including a majority of the Trustees who are not "interested
persons" of the Funds and the Trusts as defined in the 1940 Act,
have found that the proposed amendment, including any proposed
related expense allocation, is in the best interests of each class
and Fund individually and of the Trusts. Such finding shall be based
on information requested by the Board and furnished to them which
the Board deems reasonably necessary to evaluate the proposed
amendment.

C. Periodic Review

The Board shall review reports of expense allocations and such other
information as they request at such times, or pursuant to such
schedule, as they may determine consistent with applicable legal
requirements.

IV. MISCELLANEOUS

A. Limitation of Liability

The Board of Trustees and the shareholders of each Fund shall not be
liable for any obligations of the Trusts or any Fund under this
Plan, and the Underwriter or any other person, in asserting any
rights or claims under this Plan, shall look only to the assets and
property of the Trusts or such Funds in settlement of such right or
claim, and not to such Trustees or shareholders.

IN WITNESS WHEREOF, the Trusts, on behalf of the Funds, have adopted this
amended and restated Multiple Class Plan as of the ____ day of _________, 1998.

NORTHSTAR FUNDS
NORTHSTAR TRUST
NORTHSTAR EQUITY TRUST

By:
------------------------------
Title: Vice President and
Treasurer