May 23, 1996
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: NORTHSTAR/NWNL TRUST - FILE NOS. 33-73140/811-8220
Gentlemen:
Transmitted for filing pursuant to Rule 14a-6 is a preliminary copy of a proxy
statement and form of proxy for the above named registrant, which materials will
be distributed to the security holders of the Northstar Income and Growth Fund
to seek approval of a subadvisory arrangement. Also attached is a form of the
voting instructions that will be sent to holders of variable contracts investing
in the Fund. Definitive materials will be mailed to security holders on or after
June 7, 1996.
Registrant has caused $125 to be wired to the lockbox depository of the
Commission, representing the fee owed in connection with this filing.
Please contact the undersigned at (612)372-5512 with any comments on the filed
documents.
Sincerely,
/s/ Stewart D. Gregg
Stewart D. Gregg, Esq.
cc: Distribution
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NORTHSTAR INCOME AND GROWTH FUND
NORTHSTAR/NWNL TRUST
TWO PICKWICK PLAZA, GREENWICH, CONNECTICUT 06830
JUNE 7, 1996
Dear Shareholder:
A Special Meeting of the Shareholders of the Northstar Income and Growth Fund
(the "Fund") will be held at 10 a.m. EST on July 15,1996, at the offices of the
Fund. Formal notice of the Meeting appears on the next page, followed by the
proxy statement. We hope that you can attend the meeting in person; however, we
urge you in any event to vote your shares by completing and returning the
enclosed proxy card in the envelope provided at your earliest convenience.
At the Meeting, Shareholders will be asked to consider and vote upon a proposal
to consider and approve a subadvisory agreement (the "Subadvisory Agreement")
between Northstar Investment Management Corporation, the Fund's investment
adviser ("Northstar" or the "Adviser"), and Wilson/Bennett Capital Management,
Inc. ("Wilson/Bennett" or the "Subadviser"). It is intended that the Subadvisory
Agreement, if approved, will become effective on or about August 1, 1996.
Detailed information about the proposed subadvisory arrangement and the reasons
for its are contained in the enclosed materials. The Trustees of the
Northstar/NWNL Trust, on behalf of the Fund, have concluded that the proposed
Subadvisory Agreement, and the arrangements contemplated thereby, are in the
best interest of the Fund and its shareholders and recommend that you vote FOR
the proposal.
PLEASE EXERCISE YOUR RIGHT TO VOTE BY COMPLETING, DATING AND SIGNING THE
ENCLOSED PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE HAS BEEN ENCLOSED
FOR YOUR CONVENIENCE. IT IS IMPORTANT THAT YOU VOTE AND THAT YOUR VOTE BE
RECEIVED NO LATER THAN JULY 12, 1996.
We appreciate your participating and prompt response in this matter, and thank
you for your continued support.
Sincerely,
/s/ Mark L. Lipson
Mark L. Lipson,
President
<PAGE>
NORTHSTAR/NWNL TRUST
NORTHSTAR INCOME AND GROWTH FUND
TWO PICKWICK PLAZA, GREENWICH, CONNECTICUT 06830
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 15, 1996
To the Shareholders of the Northstar Income and Growth Fund:
Notice is hereby given that a Special Meeting (the "Meeting") of Shareholders of
Northstar Income and Growth Fund (the "Fund"), a series of the Northstar/NWNL
Trust, a Massachusetts business trust, will be held at the offices of the Fund
on July 15, 1996, at 10:00 a.m., or at such adjourned time as may be necessary
for the holders of a majority of the shares of the Fund to vote, for the
following purposes:
(1) To approve a Sub-Advisory Agreement for the Fund between Northstar
Investment Management Corporation and Wilson/Bennett Capital Management,
Inc.
(2) To transact such other business as may properly come before the Special
Meeting.
The Trustees of the Trust have fixed the close of business on May 31, 1996 as
the record date for determining shareholders entitled to notice of and to vote
at the Meeting or any adjournment thereof.
By Order of the Trustees
Mark L. Lipson, President
Greenwich, Connecticut
June 7, 1996
SHAREHOLDERS ARE URGED TO VOTE PROMPTLY ON THIS MATTER. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, DATE AND SIGN
THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR
THAT PURPOSE. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER. SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE ACCOUNT WILL
RECEIVE A PROXY PACKAGE FOR EACH ACCOUNT. YOU MUST RETURN SEPARATE PROXY CARDS
FOR EACH SEPARATE ACCOUNT.
THE PROMPT RETURN OF YOUR PROXY WILL AVOID THE EXPENSE OF FURTHER MAILINGS.
<PAGE>
NORTHSTAR INCOME AND GROWTH FUND
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 15, 1996
------------------------
This proxy statement is being furnished in connection with the solicitation of
proxies by Northstar Income and Growth Fund (the "Fund") for the Special Meeting
of Shareholders to be held on July 15, 1996, or any adjournment thereof. The
Fund is a series of the Northstar/NWNL Trust (the "Trust"), an open end
management investment company comprised of four funds that are offered to
insurance company separate accounts ("Variable Accounts") which serve as
investment vehicles for variable annuity and variable life products
(collectively "Variable Contracts") issued by Northwestern National Life
Insurance Company and Northern Life Insurance Company (collectively, the
"Affiliated Insurance Companies"). At the Special Meeting, Shareholders of the
Fund will be asked to approve a subadvisory agreement (the "Subadvisory
Agreement"), a copy of which is attached hereto as Exhibit A, between Northstar
Investment Management Corporation ("Northstar" or the "Adviser"), the Fund's
current investment adviser, and Wilson/Bennett Capital Management, Inc.
("Wilson/Bennett" or the "Subadviser"). The terms of the Subadvisory Agreement
and the purposes for the proposed arrangement are set forth herein. It is
anticipated that the first mailing to shareholders of proxies and proxy
statements will be on or about June 7, 1996. In accordance with current law, the
Affiliated Insurance Companies will request voting instructions from the owners
of the Variable Contracts ("Variable Contract Owners") and will vote shares or
other voting interests in the separate account in proportion to the voting
instructions received. Each Affiliated Insurance Company is required to vote
shares of the Fund held by its Variable Accounts in accordance with instructions
received from Variable Contract Owners. Each Affiliated Insurance Company is
also required to vote shares of the Fund held in each of their respective
Variable Accounts for which no voting instructions have been received in the
same proportion as it votes shares held by that Variable Account for which it
has received instructions. Shares held by an Affiliated Insurance Company in its
general account, if any, must be voted in the same proportion as the votes cast
with respect to shares held in all of such Company's Variable Accounts in the
aggregate. Variable Contract Owners permitted to give instructions to the Fund
and the number of shares for which such instructions may be given for purposes
of voting at the Meeting, and any adjournment thereof will be determined as of
the record date. In connection with the solicitation of such instructions from
Variable Contract Owners, it is expected that the Affiliated Insurance Companies
will furnish a copy of this Proxy Statement to Variable Contract Owners.
Adoption of the Subadvisory Agreement is subject to approval of at least a
majority of the shareholders of the Fund (as defined in the Investment Company
Act of 1940, as amended (the "1940 Act")). The Trustees of the Fund have
reviewed the terms of the Subadvisory Agreement, and, having found it to be in
the best interest of the Fund and its shareholders, unanimously recommend that
shareholders approve the Subadvisory Agreement. May 31, 1996 has been chosen as
the record date to determine shareholders entitled to vote at the Meeting.
Shareholders are entitled to one vote for each share held, which may be cast by
proxy or by personally appearing at the Meeting. On May 31, 1996 there were
_________ shares of the Fund outstanding, of which the Trustees and officers of
the Fund as a group beneficially owned less than l%. ReliaStar Financial Corp.,
the ultimate parent company of the Adviser, directly or through its Affiliated
Insurance Companies owns beneficially 100% of the outstanding shares of the
Fund. The Fund knows of no other person who owns beneficially 5% or more of the
outstanding shares of the Fund.
1
The enclosed form of proxy, if properly executed and returned, will be voted in
accordance with the instructions specified thereon. If no choice is specified,
the proxy will be voted FOR the Subadvisory Agreement, and, in the discretion of
the proxies named on the proxy card, on any other matter properly brought before
the Meeting. Shares represented in person or by proxy (including shares which
abstain or do not vote with respect to one or more proposals presented for
shareholder approval) will be counted for purposes of determining the number of
shares that are present and are entitled to vote with respect to any particular
proposal, but will not be counted as a vote in favor of such proposal.
Accordingly, an abstention from voting on a proposal will have the same legal
effect as a vote against the proposal.
The enclosed proxy is revocable by you at any time prior to the exercise thereof
by submitting a written notice of revocation or a subsequently executed proxy.
Signing and mailing the proxy will not affect your right to give a later proxy
or to attend the Meeting and vote your shares in person.
In the event that a sufficient number of votes to approve a proposal is not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of voting instructions. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposal that is the subject of the Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation, and the information to be provided
to Variable Contract Owners with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. A vote may be taken on the
proposal in this Proxy Statement for the Trust prior to any adjournment if
sufficient votes have been received for approval of that proposal.
The costs of soliciting proxies in the accompanying form for the Special
Meeting, including the costs of preparing, printing and mailing the accompanying
Notice of Special Meeting, the President's letter and this proxy statement and
the costs of the Special Meeting will be borne by the Fund. Proxy material will
also be distributed through brokers, custodians and nominees to beneficial
owners, and the Fund will reimburse such parties for reasonable charges and
expenses. In addition to the use of the mails, proxies may be solicited by
telephone or telegraph by officers and Trustees of the Fund, or their agents, on
behalf of the Trustees of the Fund, expenses of which shall be charged to the
Fund. COPIES OF THE 1995 ANNUAL REPORT AND WILL BE FURNISHED TO SHAREHOLDERS
WITHOUT CHARGE, UPON REQUEST TO NORTHSTAR AT (800)595-7827.
PROPOSAL ONE: APPROVAL OR DISAPPROVAL OF THE
SUBADVISORY AGREEMENT
INTRODUCTION. On April 25, 1996, a majority of the Trustees of the Fund who are
not parties to such agreement or interested persons (as defined in the 1940 Act)
of any such party (the "Independent Trustees"), and a majority of the entire
Board of Trustees met in person and approved, subject to the required
shareholder approval described herein, the Subadvisory Agreement and recommended
approval of the Subadvisory Agreement by shareholders of the Fund. The form of
the Subadvisory Agreement is attached to this proxy statement as Exhibit A.
The Subadvisory Agreement, if approved by vote of the holders of a majority of
the outstanding shares of the Fund (as defined in the 1940 Act), will become
effective on or about August 1, 1996, and will continue in effect for an initial
term of two years. Thereafter, the Subadvisory Agreement will continue in effect
from year to year, subject to approval annually by the Trustees of the Fund or
vote of the holders of a majority of the outstanding shares of the Fund (as
2
defined in the 1940 Act), and also, in either event, to approval by a majority
of the Independent Trustees. For this purpose, the vote of the holders of a
majority of the outstanding shares of the Fund means the lesser of either (i)
the vote of 67% or more of the shares of the Fund present at the Meeting if the
holders of more than 50% of the outstanding Fund shares are present or
represented by proxy or (ii) the vote of the holders of more than 50% of the
outstanding shares of the Fund ("1940 Act Majority"). In the event that
shareholders of the Fund do not approve the Subadvisory Agreement for the Fund,
Northstar would continue to serve as Adviser to the Fund without the services of
the Subadviser, and the Trustees of the Fund may consider other possible courses
of action to accomplish the purposes for which the Proposal has been made,
subject, as required, to approval by the shareholders of the Fund.
THE TRUSTEES OF THE FUND BELIEVE THAT THE SUBADVISORY AGREEMENT BETWEEN
NORTHSTAR AND THE SUBADVISER IS IN THE BEST INTEREST OF THE FUND AND ITS
SHAREHOLDERS AND, ACCORDINGLY, HAVE APPROVED THE SUBADVISORY AGREEMENT AND
RECOMMEND THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
BACKGROUND AND REASONS FOR THE PROPOSED ARRANGEMENT. The Fund commenced
operations on May 6, 1994, and pursuant to an investment advisory agreement with
the Fund dated May 2, 1994 ("the Agreement"), Northstar Investment Management
Corp. began managing the Fund's portfolio investments. The Agreement was
effective for an initial term of two years, and on April 25, 1996 was renewed
for one year by a vote in person of a majority of the Trustees, including a
majority of the independent Trustees. Unless sooner terminated in accordance
with its terms, the Agreement may be renewed from year to year, provided that
its continuation is specifically approved at least annually: (a) by a vote of
the majority of the outstanding shares of the Fund or by its Trustees, and (b)
by a vote of a majority of the Independent Trustees, cast in person at a meeting
called for the purpose of voting on such approval. Pursuant to the Agreement and
subject to the direction of the Trustees, Northstar manages the investment
operations of the Fund. In discharging its responsibilities, the Adviser may
recommend retaining, and with the approval of the Fund retain, one or more
subadvisers to perform all or a part of the advisory function. A subadviser, if
one be selected and approved, would be subject to the supervision of the Adviser
and of the Trustees of the Fund.
At a regular meeting of the Trustees, Northstar recommended that the Trustees
consider and approve using a subadviser, Wilson/Bennett Capital Management, Inc.
("Wilson/Bennett"). This recommendation was based upon a number of
considerations, including the additional technical expertise that a qualified
subadviser could offer to the Fund with the goal of achieving enhanced
investment performance. Northstar noted that it had reviewed the credentials of
Wilson/Bennett, which it deemed most qualified to provide advisory services to
the Fund in light of Wilson/Bennett's investment experience and technical
expertise, the investment objective of the Fund, the Adviser's performance goals
for the Fund, and the cost of Wilson/Bennett's services. Northstar believed that
the application of Wilson/Bennett's investment philosophy in pursuing the Fund's
objective, the resources of the firm, and Wilson/Bennett's reputation and strong
performance record in the area of equity investing would benefit the Fund and
its shareholders. After reviewing information provided by Northstar, the
Trustees invited Wilson/Bennett to present information and statistics relating
to the Subadviser.
After review of relevant information relating to the Subadviser and the terms of
the proposed subadvisory arrangement, the Trustees concluded that entering into
the Subadvisory Agreement would be in the best interests of the Fund and its
shareholders. In considering the Subadvisory Agreement, the Trustees evaluated,
as set forth more fully below, materials furnished by Northstar and
Wilson/Bennett, Wilson/Bennett's experience in providing various investment
services to individuals and institutions, the depth of its operations, as well
as the firm's reputation, integrity, and financial resources. Among other
things, the Trustees also considered the demonstrated skills and capabilities of
Northstar's current management, its resources and facilities, and the fact that
3
Northstar would be responsible for overseeing and monitoring provision of
quality investment management services to the Fund. The Trustees also concluded
that the advisory services to the Fund could be enhanced by the investment and
research methods and resources offered by Wilson/Bennett. After reviewing and
considering the information and data presented, the Trustees concluded that
approval of the Subadvisory Agreement would offer a reasonable prospect of
enhancing the Fund's performance by making available to it additional investment
and technical resources at no additional cost to the Fund and its shareholders.
EVALUATION BY THE TRUSTEES. The new Subadvisory Agreement was reviewed by the
Trustees, including the Independent Trustees, at a Regular Meeting held on April
25, 1996. In considering whether to approve the Subadvisory Agreement and to
submit it to shareholders for their approval, the Trustees considered a number
of factors. Initially, the Trustees reviewed the Adviser's reasons for proposing
the subadvisory arrangement, including, in particular, the investment
performance of the Fund and the fact that the Fund's assets had not increased
substantially since inception of the Fund's operations. It was noted that
retaining the services of the Subadviser could enhance the Fund's performance
and assist in attracting and maintaining investors in the Fund. Based upon
information presented by Northstar, the Trustees concluded that utilizing the
resources of a qualified investment advisory firm that specializes in the equity
investments of the Fund was, under all the circumstances in the best interest of
the Fund. In this context, it was noted that all fees associated with retaining
a subadviser would be borne solely by Northstar, so that the Fund would incur no
additional advisory expense as a result of the arrangement. The Trustees
reviewed the services and qualifications of the Subadviser. Specifically, the
Trustees reviewed (1) the Wilson/Bennett organization, including its corporate
structure, financial resources, and the credentials of the firm's investment,
research and technical personnel; (2) the range of services to be provided by
the Subadviser, its research and technical capabilities, and skills and
capabilities of its staff to provide investment and related services; and (3)
the nature of its advisory services and the nature of the clients served by the
firm, none of which were registered investment companies such as the Fund. The
Trustees also considered the level of the fee to be paid to the Subadviser and
the respective responsibilities of the Subadviser and the Adviser to the Fund
under the subadvisory arrangement.
Finally, the Trustees reviewed performance data supplied by the Subadviser, and
the Subadviser's specific management objectives for the Fund. In this context,
Mr. Fisher summarized for the Board the investment philosophy and techniques of
the firm and how these investment philosophies and techniques have produced
positive performance results.
TERMS OF THE SUBADVISORY AGREEMENT. The Subadvisory Agreement delegates to the
Subadviser responsibility for the management of the Fund's assets allocated in
common stocks, with full discretion, consistent with the Fund's investment
objective. Accordingly, Wilson/Bennett will be responsible for selecting common
stocks for purchase, and determining the timing for the purchase and sale by the
Fund of common stocks. Northstar, as Adviser, will be responsible for overseeing
the advisory services of the Subadviser, monitoring the operations and
compliance functions applicable to investments in the Fund, designating the
percentage of the Fund assets to be managed by the Subadviser, and selecting and
communicating purchase and sale orders to brokers and dealers who execute orders
for the Fund. The Adviser and the Subadviser will be subject to the overall
supervision of the Fund's Trustees.
The Subadvisory Agreement provides that Northstar, at its own expense, will pay
the Subadviser an annual fee. Accordingly, the Subadvisory Agreement will not
increase the fees paid by the Fund for investment advisory services. The
Subadviser has agreed to waive all advisory fees until the net assets of the
Fund exceed $50 million. After and so long as the Fund's net assets exceed $50
million, the Subadviser will be paid an annual fee equal to 0.20 of 1% of the
first $125 million of average daily net asset value of the assets of the Fund
4
managed by the Subadviser, increasing to 0.25% of 1% for the next $125 million,
and to 0.30 of 1% for the net assets managed by the Subadviser in excess of $250
million. This fee is calculated and accrued daily and paid to the Subadviser
monthly. The annual advisory fee paid by the Fund to Northstar is 0.75% of the
average daily net assets of the Fund.
The Subadvisory Agreement provides that the Subadviser shall exercise its best
judgment and reasonable care in rendering its services thereunder. The
Subadviser shall not be liable to the Fund and its shareholders for its acts or
omissions in rendering the services to be provided under the Subadvisory
Agreement except for damages arising from or resulting by reason of the
Subadviser's willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of the Subadviser's reckless disregard of
its obligations and duties under the Subadvisory Agreement.
WILSON/BENNETT CAPITAL MANAGEMENT, INC. Wilson/Bennett Capital Management, Inc.
("Wilson/Bennett") is registered as an investment adviser under the Investment
Advisers Act of 1940 and the laws of the State of Virginia. Wilson/Bennett's
principal address is Suite 250, 8260 Greensboro Drive, McLean, Virginia 22102.
The Subadviser is a Virginia company organized as a Subchapter S corporation,
equally owned by John W. Fisher and James B. Moloney. The Subadviser currently
manages $57 million of assets for individuals, pensions plans and corporations.
Wilson/Bennett is not affiliated with any brokerage firms and limits its service
exclusively to making buy/sell decisions for its clients.
John Fisher is the controlling principal, President and sole director of the
Subadviser. He is responsible for making final buy/sell decisions for, and
ultimately the total performance of, all accounts of the Subadviser. James
Moloney's primary responsibility is to provide ongoing support to, and
development of, the Subadviser's stock screens, whereby the Subadviser, assisted
by its proprietary software, selects from a universe of large capitalization
stocks those issues which meet dividend and capitalization requirements, among
other criteria established by the Subadviser. Thereafter, selected stocks from
this group are purchased based upon fundamental analysis. Stocks are generally
purchased with a view to long term holding; however, those stocks no longer
meeting the fundamental and technical criteria on which they were selected will
be sold without regard to the holding period.
Messrs. Fisher and Moloney are supported by an operations manager and a research
analyst, each of whom also serves as a trader for the Subadviser. Pursuant to
the Subadvisory Agreement, no trading will be conducted by the Subadviser on the
behalf of the Fund's account, and the selection of brokers and dealers to
execute trades directed by the Subadvisor will be made by the Adviser.
Administrative and operational support staff for the Subadviser are employed by
an affiliated entity, Wilson/Bennett Company, LLC ("WBC"), a limited liability
company organized in Virginia and wholly owned indirectly by Messrs. Fisher and
Moloney.
Mr. Fisher will serve as portfolio manager of the Fund's assets allocated for
investment in common stocks, and as such, will be the person primarily
responsible for the day-to-day investment management of those assets of the
Fund. Mr. Fisher will co-manage the Fund with Margaret Patel, a portfolio
manager employed by the Adviser and currently a co-manager of the Fund. Ms.
Patel will make all determinations related to the allocation of the Fund's
assets to cash and to investment in the various sectors of the market, will
direct all trades, and will remain the person primarily responsible for the
day-to-day investment management of those assets of the Fund allocated for
investment in investment grade fixed income securities and convertible
securities.
5
Mr. Fisher serves as President and sole Director of the Subadviser, which is his
principal occupation. He also serves as a director of WBC. His business address
is the principal address of the Subadviser.
If the New Subadvisory Agreement is approved by shareholders of the Fund, it is
expected that it will be executed and become effective on or about August 1,
1996. The Subadvisory Agreement may be terminated without payment of any penalty
by the Fund or Adviser upon the vote of a majority of the Trustees or by vote of
the majority of the Fund's outstanding voting securities, upon sixty (60) days'
written notice to the Subadviser, or by the Subadviser without cause, at any
time without penalty, upon sixty (60) days' written notice to the Fund or
Adviser. Otherwise, the Subadvisory Agreement will remain in effect for two
years and thereafter will continue in effect from year to year, provided that
such continuation is approved annually by the Trustees of the Fund or by vote of
a majority of the outstanding voting securities of the Fund, and by 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 Subadvisory Agreement or "interested
persons" (as defined in the 1940 Act) of any such party. The Subadvisory
Agreement will automatically terminate in the event of its assignment (as
defined in the 1940 Act) or the assignment or termination of the Agreement.
VOTE REQUIRED FOR APPROVAL. Adoption of the Subadvisory Agreement set forth
herein requires the approval by a 1940 Act Majority of the Fund's outstanding
voting securities.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE FUND VOTE TO APPROVE
THE SUBADVISORY AGREEMENT.
ADDITIONAL INFORMATION ABOUT THE ADVISER. Northstar currently serves as the
investment adviser to the Fund pursuant to the Agreement. The Adviser's
principal offices are located at Two Pickwick Plaza, Greenwich, Connecticut
06830. Northstar was organized in July of 1993 as a Delaware corporation.
Northstar, and its affiliated companies, Northstar Administrators Corp., the
Fund's administrator, and Northstar Distributors, Inc., which serves as
distributor for the Northstar/NWNL Variable Annuity (a product offered by
Northwestern National Life Insurance Company through which the Fund is made
available as an investment option), are each wholly-owned by NWNL Northstar,
Inc., which is held 80% by ReliaStar Financial Corp. ("ReliaStar") and 20% by
members of senior management of the Northstar companies. ReliaStar is a New York
Stock Exchange listed company, with over $15 billion in assets, and over $____
billion in shareholders' equity as of December 31, 1995. ReliaStar, through its
subsidiaries, specializes in the life and health insurance businesses, issuing
and distributing individual life insurance, annuities and mutual funds, group
life and health insurance and life and health reinsurance, and provides related
investment management services.
Northstar registered with the Securities and Exchange Commission under the
Investment Advisers Act of 1940 in August of 1993, and began advising mutual
funds in November of 1993. In addition to serving as investment adviser to the
Trust, an open end management investment company comprised of four funds that
serve as underlying investment vehicles for variable products issued through the
Affiliated Insurance Companies, Northstar advises the Northstar Advantage Trust
(formerly the NWNL Northstar Series Trust), comprised of the Northstar Advantage
High Total Return Fund (formerly the NWNL Northstar High Yield Bond Fund) and
the Northstar Advantage Income and Growth Fund (and prior to October 27, 1995,
the Northstar Advantage Multi-Sector Bond Fund) and the Northstar Advantage
Growth, Income, Special, High Yield, Strategic Income and Government Securities
Funds. Northstar assumed the advisory function for the latter six Northstar
Advantage Funds on June 2, 1995, and after giving effect to a reorganization of
the Northstar Advantage Multi-Sector Bond Fund into the Northstar Advantage
6
Strategic Income Fund on October 27, 1995, Northstar has served as adviser to
eight mutual funds marketed through investment dealers (the "Northstar Advantage
Funds") and to the four Northstar funds comprising the Trust. With these Funds
and two private accounts totaling approximately $58 million in assets, Northstar
managed assets in excess of $1.3 billion as of April 30, 1996.
Northstar Administrators Corp., an affiliate of the Adviser, serves as
administrator for the Fund pursuant to an Administrative Services Agreement
entered into between the administrator and the Fund dated May 2, 1994. 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 the Fund's Adviser and except for services provided
by other service providers to the Fund pursuant to separate service contracts,
for which the Administrator acts as liaison. For its services, the Administrator
is compensated at the annual rate of 0.10 of 1% of the Fund's average daily net
assets.
Northstar Distributors Inc., ("Distributors") also an affiliate of the Adviser,
serves as Distributor for the Northstar/NWNL Annuity, one of the products
through which the Fund is offered as an investment option. Pursuant to this
Distribution Agreement with Northwestern National Life Insurance Company,
Northstar Distributors receives a commission based upon sales of annuity
contracts through participating brokers. For its services in 1995, Distributors
received commissions totaling $35,639. For the 1996 fiscal year (through April
30, 1996), Distributors has received commissions totaling $11,137.
TERMS OF THE NORTHSTAR INVESTMENT ADVISORY AGREEMENT WITH THE FUND. Pursuant to
the Agreement, the Adviser, at its expense, offers the Fund advice and
assistance with respect to the selection, acquisition, holding and disposal of
securities, maintains all books and records required under the 1940 Act to the
extent not maintained by the Fund's custodian and will render to the Trustees
such periodic and special reports as the Trustees may reasonably request.
Northstar pays the salary and expenses of all personnel of the Fund and
Northstar required to perform the services under the Agreement and all expenses
incurred by Northstar and the Fund in connection with the performance of
Northstar's responsibilities under the Agreement. The Fund bears all other
expenses incurred in the operation of the Fund, including interest charges,
taxes, fees and commissions of every kind, expenses of issue, sale, repurchase
or redemption of shares, expenses of registering or qualifying shares for sale,
all charges of custodians (including sums as custodian and for keeping books,
performing portfolio valuations and rendering other services to the Fund),
transfer agents, permits, registrars, auditors and legal counsel, expenses of
preparing, printing and distributing to shareholders prospectuses, reports and
notices to shareholders, and all costs incident to the Fund's organization and
existence.
For its services, Northstar is compensated at an annual rate of 0.75% of the
Fund's average daily net assets. This fee is higher than the fees paid by most
mutual funds, but the Trustees believe that these fees are warranted by the
resources needed to evaluate the particular securities in which the Fund
invests.
The Agreement provides that the Adviser is not liable for any act or omission in
the course of or in connection with rendering services thereunder in the absence
of willful misfeasance, bad faith, or gross negligence in fulfilling its
obligations or duties. The Agreement permits the Adviser to render services to
others and to engage in other activities.
The Agreement provides for its automatic termination in the event of its
assignment (as defined in the 1940 Act) or may be terminated at any time without
payment of any penalty upon no more than 60 nor less than 30 days' written
notice by Northstar, by the Trustees of the Fund, or by the affirmative vote of
7
the holders of a majority of the outstanding voting securities of the Fund (as
defined in the 1940 Act).
FEES PAID TO NORTHSTAR BY THE FUND. For 1995, Northstar received total
investment advisory fees from the Fund of $40,195. Northstar Administrators
received $5,359 for its services under the Administrative Services Agreement
during the same period. However, the Adviser reimbursed the Fund $50,661 of
operating expenses incurred during the same period. Through April 30, 1996, the
Adviser and Administrator have collected $5,555 and $740, respectively, of
advisory and administrative fees. The Adviser has reimbursed the Fund $15,898 of
its operating expenses during the same period.
Northstar's directors and principal executive officers, and their principal
occupations including any position with the Fund, are shown below. Unless
otherwise indicated, the business address of each director and officer is Two
Pickwick Plaza, Greenwich, Connecticut, 06830.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION POSITION WITH THE FUND
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John G. Turner Chairman/CEO of ReliaStar Financial Chairman
20 Washington Ave. South Corp.; Director of Northstar and
Minneapolis, MN 55401 Northstar Affiliates.
John Flittie President/COO of ReliaStar None
20 Washington Ave. South Director of Northstar and Northstar
Minneapolis, MN 55401 Affiliates
Mark L. Lipson President, Chairman/CEO and Director President
of Northstar; Chairman and Director of
Northstar Distributors, Inc. and Northstar
Northstar Administrators Corp. and
NWNL Northstar Inc.
Robert J. Adler Executive Vice President of None
Northstar; President, Northstar
Distributors, Inc.
Thomas Ole Dial Executive Vice President/CIO Vice President
Fixed Income of Northstar
Margaret Patel Managing Director, Northstar Vice President
Geoffrey Wadsworth Vice President, Investments, Vice President
Northstar
Agnes Mullady Senior Vice President/CFO of Vice President and Treasurer
Northstar; Executive VP/Treasurer
Northstar Administrators; VP/Treasurer
Northstar Distributors, Inc.
John D. Diefenbach Assistant Vice President, Assistant Vice President
Investments, Northstar
</TABLE>
8
MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought before the
meeting. However, if any other matters properly come before the meeting, it is
their intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named as proxies in the enclosed form of proxy.
SHAREHOLDER PROPOSALS. As a general matter, the Trust does not hold regular
annual or other meetings of shareholders. Any shareholder who wishes to submit
proposals for consideration at a special meeting of the Trust's shareholders
should send such proposal to the Trust, c/o Northstar Investment Management
Corporation at Two Pickwick Plaza, Greenwich, Connecticut 06830. Proposals must
be received within a reasonable time prior to the date of the meeting. Timely
submission of a proposal does not necessarily mean that such proposal will be
included.
By Order of the Trustees
President
Greenwich, Connecticut
June 7, 1996
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED REPLY ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
9
<PAGE>
EXHIBIT A
10
<PAGE>
NORTHSTAR/NWNL TRUST
NORTHSTAR INCOME AND GROWTH FUND
SUBADVISORY AGREEMENT
AGREEMENT made this _____ day of August, 1996 by and between Northstar
Investment Management Corporation, a Delaware Corporation (hereinafter the
"Adviser"), investment adviser for the Northstar Income and Growth Fund, a
series of the Northstar NWNL Trust (the "Trust") (hereinafter the "Fund") and
Wilson/Bennett Capital Management, Inc., a Virginia corporation (hereinafter the
"Subadviser").
WHEREAS, the Adviser has been retained by the Trust, an open-end diversified
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), to provide investment advisory services to
the Fund pursuant to an Investment Advisory Agreement dated May 2, 1994 (the
"Investment Advisory Agreement"); and
WHEREAS, the Trustees of the Trust, including a majority of the Trustees who are
not "interested persons," as defined in the 1940 Act, and the Fund's
shareholders have approved the appointment of the Subadviser to perform certain
investment advisory services for the Fund pursuant to this Subadvisory Agreement
with the Adviser and the Subadviser is willing to perform such services for the
Fund;
WHEREAS, the Subadviser is or will be registered as an investment adviser under
the Investment Advisers Act of 1940, as amended ("Advisers Act") prior to
performing its services for the Fund under this Agreement;
NOW THEREFORE, in consideration of the promises and mutual convenants herein
contained, it is agreed between the Adviser and the Subadviser as follows:
1. APPOINTMENT. The Adviser hereby appoints the Subadviser to perform advisory
services to the Fund for the periods and on the terms set forth in this
Subadvisory Agreement. The Subadviser accepts such appointment and agrees to
furnish the services herein set forth, for the compensation herein provided.
2. DUTIES OF SUBADVISER. The Adviser hereby authorizes Subadviser to manage the
investment and reinvestment of cash and investments comprising those assets of
the Fund which are designated by the Adviser for investment in common stocks
(the "Assets"), with power on behalf of and in the name of the Fund at
Subadviser's discretion; subject at all time to the supervision of the Adviser
and the Trustees of the Trust:
(a) to direct the purchase, subscription or other acquisition of
investments and to direct the sale, redemption, and exchange of the Assets,
subject to the duty to render to the Trustees of the Trust, the Adviser and the
Custodian such written reports regarding the Assets as often as the Trustees or
the Adviser of the Fund shall reasonably require; provided however that all
investment decisions and orders shall be communicated to the Adviser, who shall
select brokers and dealers to execute such purchase and sell orders.
(b) to make all decisions relating to the timing of investment transactions
relating to the Assets, and to engage such consultants, analysts and experts in
connection therewith as may be considered necessary or appropriate;
(c) to take all such other actions as may be considered necessary or
appropriate to discharge its duties thereunder;
PROVIDED THAT any specific or general directions which the Trustees of the Fund
or the Adviser may give to the Subadviser with regard to any of the foregoing
powers shall, unless the contrary is expressly stated herein, override the
general authority given by this provision.
The Adviser shall monitor and review the performance of the Subadviser under
this Agreement, including but not limited to the Subadviser's performance of the
duties delineated in subparagraphs (a)-(d) of this provision.
The Subadviser further agrees that, in performing its duties hereunder, it will
(a) coordinate with the Adviser to (i) comply with the 1940 Act and all
rules and regulations thereunder, the Advisers Act, the Internal Revenue Code
(the "Code") and all other applicable federal and state laws and regulations,
the Prospectus and Statement of Additional Information for the Fund, and with
any applicable procedures adopted by the Trustees in writing and made available
to Subadviser; (ii) manage the Assets in accordance with the investment
requirements for regulated investment companies under Subchapter M of the Code
and regulations issued thereunder; and (iii) review on a daily basis and confirm
as accurate the valuations of the securities comprising the Assets.
(b) furnish to the Trust whatever non-proprietary reports it may reasonably
request with respect to the Assets or contemplated investments. In addition, the
Subadviser will keep the Trust and the Trustees informed of developments
materially affecting the Assets and shall, on the Subadviser's own initiative,
furnish to the Trust from time to time whatever information the Subadviser
believes appropriate for this purpose;
(c) make available to the Fund's administrator, Northstar Administrators
Corp. (the "Administrator"), the Adviser, and the Trust, promptly upon their
request, such copies of its investment records and ledgers with respect to the
Assets as may be required to assist the Adviser, the Administrator and the Trust
in their compliance with applicable laws and regulations. The Subadviser will
furnish the Trustees with such periodic and special reports regarding the Fund
as they may reasonably request;
(d) immediately notify the Adviser and the Trust in the event that the
Subadviser or any of its affiliates: (i) becomes aware that it is subject to a
statutory disqualification that prevents the Subadviser from serving as an
investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware
that it is the subject of an administrative proceeding or enforcement action by
the Securities and Exchange Commission ("SEC") or other regulatory authority.
The Subadviser further agrees to notify the Trust and the Adviser immediately of
any material fact known to the Subadviser respecting or relating to the
Subadviser that is not contained in the Trust's Registration Statement, or any
amendment or supplement thereto, but that is required to be disclosed therein,
and of any statement contained therein that becomes untrue in any material
respect. The Trust, the Fund, Adviser, Administrator and their affiliates shall
likewise immediately notify the Subadviser if any of them become aware of any
regulatory action of the type described in this subparagraph 2(d).
3. ALLOCATION OF CHARGES AND EXPENSES. The Subadviser shall pay all expenses
associated with the management of its business operations in performing its
responsibilities hereunder, including the cost of its own overhead, research,
compensation and expenses of its directors, officers and employees, and other
internal operating costs.
4. COMPENSATION. The Subadvisor agrees to waive all compensation until the
Fund's net assets exceed $50 million. After and so long as the Fund's net assets
exceed $50 million, the Adviser will pay the Subadviser at the end of each
calendar month an advisory fee computed daily at an annual rate equal to 0.20 of
1% of the first $125 million of the average daily net asset value of the Assets
of the Fund; increasing to 0.25 of 1% of the next $125 million; and to .30 of 1%
of the net assets managed by the Subadviser in excess of $250 million as
compensation for the advisory services provided by the Subadviser under this
Agreement. The "average daily net assets" of the Fund shall mean the average of
the values placed on the Fund's net assets as of 4:00 p.m. (New York time) on
each day on which the net asset value of the Fund is determined consistent with
the provisions of Rule 22c-1 under the 1940 Act or, if the Fund lawfully
determines the value of its net assets as of some other time on each business
day, as of such other time. The value of net assets of the Fund shall always be
determined pursuant to the applicable provisions of the Fund's Declaration of
Trust and the Registration Statement. If, pursuant to such provisions, the
determination of net asset value is suspended for any particular business day,
then for the purposes of this Section 4, the value of the net assets of the Fund
as last determined shall be deemed to be the value of its net assets as of the
close of regular trading on the New York Stock Exchange, or as of such other
time as the value of the net assets of the Fund's portfolio may lawfully be
determined, on that day. If the determination of the net asset value of the
shares of the Fund has been so suspended for a period including any month end
when the Subadviser's compensation is payable pursuant to this Section, the
Subadviser's compensation payable at the end of such month shall be computed on
the basis of the value of the net assets of the Fund as last determined (whether
during or prior to such month). If the Fund determines the value of the net
assets of its portfolio more than once on any day, then the last such
determination thereof on that day shall be deemed to be the sole determination
thereof on that day for the purposes of this Section 4.
5. BOOKS AND RECORDS. The Subadviser agrees to maintain such books and records
with respect to its services to the Trust and the Fund as are required by
Section 31 under the 1940 Act, and rules adopted thereunder, and by other
applicable legal provisions, and to preserve such records for the periods and in
the manner required by applicable laws or regulations. The Subadviser also
agrees that records it maintains and preserves pursuant to Rules 31a-2 under the
1940 Act (excluding trade secrets or intellectual property rights) in connection
with its services hereunder are the property of the Trust and will be
surrendered promptly to the Trust upon its request and the Subadviser further
agrees that it will furnish to regulatory authorities having the requisite
authority any information or reports in connection with its services hereunder
which may be requested in order to determine whether the operations of the Fund
are being conducted in accordance with applicable laws and regulations.
6. STANDARD OF CARE AND LIMITATION OF LIABILITY. The Subadviser shall exercise
its best judgment and reasonable care in rendering the services provided by it
under this Subadvisory Agreement. The Subadviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust or the
Fund or the holders of the Fund's shares or by the Adviser in connection with
the matters to which this Subadvisory Agreement relates, provided that nothing
in this Subadvisory Agreement shall be deemed to protect or purport to protect
the Subadviser against liability to the Trust or the Fund or to holders of the
Fund's shares or to the Adviser to which the Subadviser 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 Subadviser's reckless
disregard of its obligations and duties under this Subadvisory Agreement. As
used in this Section 6, the term "Subadviser" shall include any officers,
directors, employees or other affiliates of the Subadviser performing services
for the Fund.
7. SERVICES NOT EXCLUSIVE. It is understood that the services of the Subadviser
are not exclusive, and that nothing in this Subadvisory Agreement shall prevent
the Subadviser, its affiliates or its or their officers, directors and employees
from providing similar services to other clients or from engaging in other
investment advisory activities; provided however, that the Subadviser agrees
that it shall not provide investment advisory services to any other investment
company clients (whether or not the investment objective and policies are
similar to those of the Fund). The Subadviser is not required to recommend to
the Fund the same investments it recommends to its other clients. In connection
with purchases or sales of portfolio securities for the account of the Fund,
neither the Subadviser nor any of its directors, officers or employees shall act
as a principal or agent or receive any commission. If the Subadviser provides
any advice to its clients concerning the shares of the Fund, the Subadviser
shall act solely as investment counsel for such clients and not in any way on
behalf of the Fund.
8. DURATION AND TERMINATION. This Subadvisory Agreement shall continue in effect
for a period of two years unless sooner terminated as provided herein.
Notwithstanding the foregoing, this Subadvisory Agreement may be terminated: (a)
at any time without penalty by the Fund or Adviser upon the vote of a majority
of the Trustees or by vote of the majority of the Fund's outstanding voting
securities, upon sixty (60) days' written notice to the Subadviser, or (b) by
the Subadviser without cause at any time without penalty, upon (60) days'
written notice to the Trust or Adviser. This Subadvisory Agreement will also
terminate automatically in the event of its assignment (as defined in the 1940
Act) or the assignment or termination of the Investment Advisory Agreement.
9. AMENDMENTS. No provision of this Subadvisory Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by both parties, and no material amendment of this Subadvisory Agreement
shall be effective until approved by an affirmative vote of (i) a majority of
the outstanding voting securities of the Fund, and (ii) a majority of the
Trustees of the Trust, including a majority of Trustees who are not interested
persons of any party to this Subadvisory Agreement, cast in person at a meeting
called for the purpose of voting on such approval, if such approval is required
by applicable law.
10. INDEMNIFICATION. (a) The Adviser hereby agrees to indemnify the Subadviser
from and against all liabilities, losses, expenses, ,reasonable attorneys' fees
and costs (other than attorneys' fees and costs in relation to the preparation
of this Agreement; each party bearing responsibility for its own such costs and
fees) or damages (other than liabilities, losses, expenses, attorneys fees and
costs or damages arising from the Subadviser failing to meet the standard of
care required hereunder in the performance by the Subadviser of, or its failure
to perform, the services required hereunder), arising from the Adviser's (its
affiliates and their respective agents and employees) failure to perform its
duties or assume its obligations hereunder, or from its wrongful actions or
omissions, including but not limited to any claims for non-payment of advisory
fees; claims asserted or threatened by any shareholder of the Trust,
governmental or regulatory agency, or any other person; claims arising from any
wrongful act by the Trust or the Fund or any of their trustees, officers,
employees, or representatives, or by the Adviser, its officers, employees or
representatives, or from any actions by any representative of the Trust or the
Fund; any action or claim against the Subadviser based on any alleged untrue
statement or misstatement of material fact in any registration statement,
prospectus, shareholder report or other information or materials covering shares
filed or made public by the Trust on behalf of the Fund or any amendment thereof
or supplement thereto, or the failure or alleged failure to state therein a
material fact required to be stated in order that the statements therein are not
misleading, provided that such claim is not based upon information provided to
the Adviser by the Subadviser or approved by the Subadviser in the manner
provided in paragraph 12(b) of this Agreement, or which facts or information the
Subadviser failed to provide or disclose. With respect to any claim for which
the Subadviser shall be entitled to indemnity hereunder, the Adviser shall
assume the reasonable expenses and costs (including any reasonable attorneys'
fees and costs) of the Subadviser of investigating and/or defending any claim
asserted or threatened by any party, subject always to the Adviser first
receiving a written undertaking from the Subadviser to repay any amounts paid on
its behalf in the event and to the extent of any subsequent determination that
the Subadviser was not entitled to indemnification hereunder in respect of such
claim.
(b) The Subadviser hereby agrees to indemnify the Adviser, its affiliates,
the Trust and the Fund from and against all liabilities, losses, expenses,
reasonable attorneys' fees and costs (other than attorneys' fees and costs in
relation to the preparation of this Agreement; each party bearing responsibility
for its own such costs and fees) or damages (other than liabilities, losses,
expenses, attorneys' fees and costs or damages arising from the Adviser's
failure to perform its responsibilities hereunder or claims arising from its
acts or failure to act in performing this Agreement) arising from Subadviser's
(its affiliates, and their respective agents and employees) failure to perform
its duties and assume its obligations hereunder, or from any wrongful act of
Subadviser or its failure to act in performing this Agreement, including any
action or claim against the Adviser based on any alleged untrue statement or
misstatement of a material fact made or provided by and with the consent of
Subadviser contained in any registration statement, prospectus, shareholder
report or other information or materials relating to the Trust or the Fund and
shares issued by the Trust or the failure or alleged failure to state a material
fact therein required to be stated in order that the statement therein is not
misleading, which fact should have been made or provided by the Subadviser to
the Adviser. With respect to any claim for which the Adviser is entitled to
indemnity hereunder, the Subadviser shall assume the reasonable expenses and
costs (including any reasonable attorneys' fees and costs) of the Adviser of
investigating and/or defending any claim asserted or threatened by any party,
subject always to the Subadviser first receiving a written undertaking from the
Adviser to repay any amounts paid on its behalf in the event and to the extent
of any subsequent determination that the Adviser was not entitled to
indemnification hereunder in respect of such claim.
(c) In the event that the Subadviser or Adviser is or becomes a party to
any action or proceedings in respect of which indemnification may be sought
hereunder, the party seeking indemnification shall promptly notify the other
party thereof. After becoming notified of the same, the party from whom
indemnification is sought shall be entitled to participate in any such action or
proceeding and shall assume any payment for the full defense thereof with
counsel reasonably satisfactory to the party seeking indemnification. After
properly assuming the defense thereof, the party from whom indemnification is
sought shall not be liable hereunder to the other party for any legal or other
expenses subsequently incurred by such party in connection with the defense
thereof, other than damages, if any, by way of judgment, settlement, or
otherwise pursuant to this provision. The party from whom indemnification is
sought shall not be liable hereunder for any settlement of any action or claim
effected without its written consent, which consent shall not be unreasonably
withheld.
11. INDEPENDENT CONTRACTOR. Subadviser shall for all purposes of this Agreement
be deemed to be an independent contractor and, except as otherwise expressly
provided herein, shall have no authority to act for, bind or represent the Trust
or the Fund in any way or otherwise be deemed to be an agent of the Trust or the
Fund. Likewise, the Trust, the Fund, the Adviser, and their respective
affiliates, agents and employees shall not be deemed agents of the Subadviser
and shall have not authority to bind Subadviser.
12. USE OF NAME. (a) The Trust, on behalf of the Fund, and the Fund may,
subject to sub-clause (b) below, use the name, "Wilson/Bennett Capital
Management, Inc." or any component, abbreviation or other name derived therefrom
for promotional purposes only for so long as this Agreement (or any extension,
renewal or amendment thereof) continues in force, unless the Subadviser shall
specifically consent in writing to such continued use thereafter. Any permitted
use by the Trust or Fund during the term hereof of the name of the Subadviser or
any of its principals, or any derivative thereof, shall in no way prevent the
Subadviser or any of it shareholders or any of their successors, from using or
permitting the use of such name (whether singly or in any combination with any
other words) for, by or in connection with an entity or enterprise other than
the Trust or the Fund. At the conclusion of this Agreement or in the event of
any termination of this Agreement or if the Subadviser's services are terminated
for any reason, each of the authorized parties and their respective employees,
representatives, affiliates, and associates agree that they shall immediately
cease using the name and/or any derivatives of said name for any purpose
whatsoever.
(b) The Adviser and its affiliates shall not publish or distribute, and
shall cause the Fund not to publish or distribute to Fund shareholders,
prospective investors, sales agents or members of the public any disclosure
document, offering literature (including any form of advertisement or other
solicitation materials calculated to lead investors to subscribe for and
purchase shares of the Fund) or other document referring by name to the
Subadviser, unless the Subadviser shall have consented in writing to such
references in the form and context in which they appear; provided however, that
where the Fund timely seeks to obtain approval of disclosure contained in any
documents required to be filed by the Fund, and such approval is not forthcoming
on or before the date on which such documents are required by law to be filed,
the Subadviser shall be deemed to have consented to such disclosure.
13. MISCELLANEOUS. (a) This Subadvisory Agreement shall be governed by the laws
of the State of Massachusetts, provided that nothing herein shall be construed
in a manner inconsistent with the 1940 Act, the Advisers Act, or rules or orders
of the SEC thereunder. In the event of any litigation in which the Adviser and
the Subadviser are adverse parties and there are no other parties to such
litigation, such action shall be brought in the United States District Court for
the State of Massachusetts located in Boston, Massachusetts.
(b) The captions of this Subadvisory Agreement are included for convenience
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
(c) This Agreement may be executed in one or more counterparts, all of
which taken together shall be deemed to constitute one and the same instrument.
14. NOTICES. Any notice, instruction or other instrument required or permitted
to be given hereunder may be delivered in person to the offices of the parties
as set forth therein during normal business hours, or delivered or sent by
prepaid registered mail, express mail or by facsimile to the parties at such
offices or such other address as may be notified by either party from time to
time. Such notice, instruction or other instrument shall be deemed to have been
served, in the case of a registered letter at the expiration of seventy-two (72)
hours after posting; in the case of express mail, within twenty-four (24) hours
after dispatch; and in the case of facsimile, immediately on dispatch, and if
delivered outside normal business hours it shall be deemed to have been received
at the next time after delivery or transmission when normal business hours
commence. Evidence that the notice, instruction or other instrument was properly
addressed, stamped and put into the post shall be conclusive evidence of
posting.
15. ATTORNEY'S FEES. In the event of a material breach of this Agreement by any
party hereto, the prevailing party, as determined by the trier of fact, shall be
entitled to reasonable attorneys' fees and costs as determined by the court in
such action, in addition to any other damages awarded.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the date and year set forth
above.
NORTHSTAR INVESTMENT MANAGEMENT WILSON/BENNETT CAPITAL MANAGEMENT, INC.
By:________________________________ By:______________________________________
Mark L. Lipson John W. Fisher
Chairman and CEO President
<PAGE>
NORTHSTAR/NWNL TRUST
NORTHSTAR INCOME AND GROWTH FUND
-----------------------------------
SPECIAL MEETING OF SHAREHOLDERS
JULY 15, 1996
---------------------------------------
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of NORTHSTAR INCOME AND GROWTH FUND (the "Fund"), a
series of the NORTHSTAR/NWNL TRUST, a Massachusetts business trust, hereby
appoints Mark L. Lipson and Agnes Mullady, and each of them, with full power of
substitution and revocation, as proxies to represent the undersigned at the
Special Meeting of Shareholders of the Fund, which shall be held on July 15,
1996, at 10:00 a.m., New York City time, at the offices of the Fund, Two
Pickwick Plaza, Greenwich, Connecticut, and at any and all adjournments thereof,
and thereat to vote all shares of the Fund which the undersigned would be
entitled to vote, with all powers the undersigned would possess if personally
present, in accordance with the following instructions:
1. FOR______ AGAINST______ ABSTAIN______ as to the proposal to
approve a Subadvisory Agreement for the Fund between Northstar
Investment Management Corporation, investment adviser to the
Fund, and Wilson/Bennett Capital Management, Inc.
and, in their discretion, upon such other business as may properly come before
the meeting or any adjournments thereof.
If more than one of the proxies, or their substitutes, are present at the
meeting or at any adjournment thereof, they jointly (or, if only one is present
and voting, then that one) shall have authority and may exercise all the powers
granted hereby. This proxy, when properly executed, will be voted in accordance
with the instructions marked hereon by the undersigned. In the absence of
contrary instructions, this proxy will be voted FOR the proposal.
The undersigned hereby acknowledges receipt of the accompanying Notice of
Meeting and Proxy Statement, dated June 7, 1996.
IMPORTANT: PLEASE INSERT DATE OF SIGNING.
Dated:_____________________________ , 1996
----------------------------------------------------
Signature of Shareholder(s) (if held jointly)
THIS PROXY SHALL BE SIGNED EXACTLY AS YOUR NAME(S) APPEAR HEREON. IF AS
ATTORNEY, EXECUTOR, GUARDIAN OR IN SOME OTHER CAPACITY OR AS AN OFFICER OF A
CORPORATION, PLEASE STATE CAPACITY OR TITLE AS SUCH.
<PAGE>
NWNLSL
VOTING INSTRUCTIONS FOR
NORTHSTAR INCOME AND GROWTH FUND
The undersigned, being a Separate Account Participant under an NWNL Select Life
Variable Account Policy issued by Northwestern National Life Insurance Company
("Northwestern"), hereby instructs Northwestern to vote his or her interest in
the shares of Northstar Income and Growth Fund (the "Fund") held in the Separate
Account at the meeting of Shareholders of the Fund to be held on Wednesday, July
15, 1996, and at any adjournment thereof, in the manner directed below with
respect to the matters described in the notice and accompanying proxy statement
for said meeting.
1. [ ] FOR [ ] AGAINST [ ] ABSTAIN: the approval of a new subadvisory
agreement between Northstar Investment Management Corporation,
investment adviser for the Fund, and Wilson/Bennett Capital
Management, Inc.
2. AT THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING.
IF NO INSTRUCTION IS INDICATED ABOVE REGARDING A PROPOSAL TO BE VOTED ON,
NORTHWESTERN IS INSTRUCTED TO VOTE MY INTEREST IN THE SEPARATE ACCOUNT ON SUCH
PROPOSAL, PROPORTIONATELY IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM OTHER
PARTICIPANTS. IF NO INSTRUCTIONS ARE RECEIVED FROM ANY PARTICIPANT, NORTHWESTERN
WILL VOTE "FOR" THE PROPOSALS TO BE VOTED ON AND, ON ANY OTHER MATTERS THAT COME
BEFORE THE MEETING, NORTHWESTERN SHALL VOTE IN ACCORDANCE WITH ITS BEST
JUDGMENT.
Dated: ____________________, 1996
----------------------------------
Signature of Contract Owner
----------------------------------
Joint Owner, If Any
Please date and sign exactly as name
appears hereon. Administrators, trustees,
etc. should so indicate when signing.
- --------------------------
Policy Owner
<PAGE>
NWNLSL
VOTING INSTRUCTIONS FOR
NORTHSTAR INCOME AND GROWTH FUND
The undersigned, being a Separate Account Participant under an NWNL Select
Variable Annuity Contract issued by Northwestern National Life Insurance Company
("Northwestern"), hereby instructs Northwestern to vote his or her interest in
the shares of Northstar Income and Growth Fund (the "Fund") held in the Separate
Account at the meeting of Shareholders of the Fund to be held on Wednesday, July
15, 1996, and at any adjournment thereof, in the manner directed below with
respect to the matters described in the notice and accompanying proxy statement
for said meeting.
1. [ ] FOR [ ] AGAINST [ ] ABSTAIN: the approval of a new subadvisory
agreement between Northstar Investment Management Corporation,
investment adviser for the Fund, and Wilson/Bennett Capital
Management, Inc.
2. AT THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING.
IF NO INSTRUCTION IS INDICATED ABOVE REGARDING A PROPOSAL TO BE VOTED ON,
NORTHWESTERN IS INSTRUCTED TO VOTE MY INTEREST IN THE SEPARATE ACCOUNT ON SUCH
PROPOSAL, PROPORTIONATELY IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM OTHER
PARTICIPANTS. IF NO INSTRUCTIONS ARE RECEIVED FROM ANY PARTICIPANT, NORTHWESTERN
WILL VOTE "FOR" THE PROPOSALS TO BE VOTED ON AND, ON ANY OTHER MATTERS THAT COME
BEFORE THE MEETING, NORTHWESTERN SHALL VOTE IN ACCORDANCE WITH ITS BEST
JUDGMENT.
Dated: ____________________, 1996
----------------------------------
Signature of Contract Owner
----------------------------------
Joint Owner, If Any
Please date and sign exactly as name
appears hereon. Administrators, trustees,
etc. should so indicate when signing.
- --------------------------
Contract Owner
<PAGE>
BSQ
VOTING INSTRUCTIONS FOR
NORTHSTAR INCOME AND GROWTH FUND
The undersigned, being a Separate Account Participant under a Bankers Security
Separate Account Q Contract issued by Bankers Security Life Insurance Company
("Bankers Security"), hereby instructs Bankers Security to vote his or her
interest in the shares of Northstar Income and Growth Fund (the "Fund") held in
the Separate Account at the meeting of Shareholders of the Fund to be held on
Wednesday, July 15, 1996, and at any adjournment thereof, in the manner directed
below with respect to the matters described in the notice and accompanying proxy
statement for said meeting.
1. [ ] FOR [ ] AGAINST [ ] ABSTAIN: the approval of a new subadvisory
agreement between Northstar Investment Management Corporation,
investment adviser for the Fund, and Wilson/Bennett Capital
Management, Inc.
2. AT THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING.
IF NO INSTRUCTION IS INDICATED ABOVE REGARDING A PROPOSAL TO BE VOTED ON,
BANKERS SECURITY IS INSTRUCTED TO VOTE MY INTEREST IN THE SEPARATE ACCOUNT ON
SUCH PROPOSAL, PROPORTIONATELY IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM
OTHER PARTICIPANTS. IF NO INSTRUCTIONS ARE RECEIVED FROM ANY PARTICIPANT,
BANKERS SECURITY WILL VOTE "FOR" THE PROPOSALS TO BE VOTED ON AND, ON ANY OTHER
MATTERS THAT COME BEFORE THE MEETING, BANKERS SECURITY SHALL VOTE IN ACCORDANCE
WITH ITS BEST JUDGMENT.
Dated: ____________________, 1996
----------------------------------
Signature of Contract Owner
----------------------------------
Joint Owner, If Any
Please date and sign exactly as name
appears hereon. Administrators, trustees,
etc. should so indicate when signing.
- --------------------------
Contract Owner
<PAGE>
BSP
VOTING INSTRUCTIONS FOR
NORTHSTAR INCOME AND GROWTH FUND
The undersigned, being a Separate Account Participant under a Bankers Security
Separate Account P Contract issued by Bankers Security Life Insurance Company
("Bankers Security"), hereby instructs Bankers Security to vote his or her
interest in the shares of Northstar Income and Growth Fund (the "Fund") held in
the Separate Account at the meeting of Shareholders of the Fund to be held on
Wednesday, July 15, 1996, and at any adjournment thereof, in the manner directed
below with respect to the matters described in the notice and accompanying proxy
statement for said meeting.
1. [ ] FOR [ ] AGAINST [ ] ABSTAIN: the approval of a new subadvisory
agreement between Northstar Investment Management Corporation,
investment adviser for the Fund, and Wilson/Bennett Capital
Management, Inc.
2. AT THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING.
IF NO INSTRUCTION IS INDICATED ABOVE REGARDING A PROPOSAL TO BE VOTED ON,
BANKERS SECURITY IS INSTRUCTED TO VOTE MY INTEREST IN THE SEPARATE ACCOUNT ON
SUCH PROPOSAL, PROPORTIONATELY IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM
OTHER PARTICIPANTS. IF NO INSTRUCTIONS ARE RECEIVED FROM ANY PARTICIPANT,
BANKERS SECURITY WILL VOTE "FOR" THE PROPOSALS TO BE VOTED ON AND, ON ANY OTHER
MATTERS THAT COME BEFORE THE MEETING, BANKERS SECURITY SHALL VOTE IN ACCORDANCE
WITH ITS BEST JUDGMENT.
Dated: ____________________, 1996
----------------------------------
Signature of Contract Owner
----------------------------------
Joint Owner, If Any
Please date and sign exactly as name
appears hereon. Administrators, trustees,
etc. should so indicate when signing.
- --------------------------
Contract Owner
<PAGE>
NORTH/NWNL VA
VOTING INSTRUCTIONS FOR
NORTHSTAR INCOME AND GROWTH FUND
The undersigned, being a Separate Account Participant under a Northstar/NWNL
Variable Account Contract issued by Northwestern National Life Insurance Company
("Northwestern"), hereby instructs Northwestern to vote his or her interest in
the shares of Northstar Income and Growth Fund (the "Fund") held in the Separate
Account at the meeting of Shareholders of the Fund to be held on Wednesday, July
15, 1996, and at any adjournment thereof, in the manner directed below with
respect to the matters described in the notice and accompanying proxy statement
for said meeting.
1. [ ] FOR [ ] AGAINST [ ] ABSTAIN: the approval of a new subadvisory
agreement between Northstar Investment Management Corporation,
investment adviser for the Fund, and Wilson/Bennett Capital
Management, Inc.
2. AT THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING.
IF NO INSTRUCTION IS INDICATED ABOVE REGARDING A PROPOSAL TO BE VOTED ON,
NORTHWESTERN IS INSTRUCTED TO VOTE MY INTEREST IN THE SEPARATE ACCOUNT ON SUCH
PROPOSAL, PROPORTIONATELY IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM OTHER
PARTICIPANTS. IF NO INSTRUCTIONS ARE RECEIVED FROM ANY PARTICIPANT, NORTHWESTERN
WILL VOTE "FOR" THE PROPOSALS TO BE VOTED ON AND, ON ANY OTHER MATTERS THAT COME
BEFORE THE MEETING, NORTHWESTERN SHALL VOTE IN ACCORDANCE WITH ITS BEST
JUDGMENT.
Dated: ____________________, 1996
----------------------------------
Signature of Contract Owner
----------------------------------
Joint Owner, If Any
Please date and sign exactly as name
appears hereon. Administrators, trustees,
etc. should so indicate when signing.
- --------------------------
Contract Owner
<PAGE>
NOR ONE VA
VOTING INSTRUCTIONS FOR
NORTHSTAR INCOME AND GROWTH FUND
The undersigned, being a Separate Account Participant under a Northern Life
Separate Account One Variable Annuity Contract issued by Northern Life Insurance
Company ("Northern Life"), hereby instructs Northern Life to vote his or her
interest in the shares of Northstar Income and Growth Fund (the "Fund") held in
the Separate Account at the meeting of Shareholders of the Fund to be held on
Wednesday, July 15, 1996, and at any adjournment thereof, in the manner directed
below with respect to the matters described in the notice and accompanying proxy
statement for said meeting.
1. [ ] FOR [ ] AGAINST [ ] ABSTAIN: the approval of a new subadvisory
agreement between Northstar Investment Management Corporation,
investment adviser for the Fund, and Wilson/Bennett Capital
Management, Inc.
2. AT THEIR DISCRETION ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE
THE MEETING.
IF NO INSTRUCTION IS INDICATED ABOVE REGARDING A PROPOSAL TO BE VOTED ON,
NORTHERN LIFE IS INSTRUCTED TO VOTE MY INTEREST IN THE SEPARATE ACCOUNT ON SUCH
PROPOSAL, PROPORTIONATELY IN ACCORDANCE WITH INSTRUCTIONS RECEIVED FROM OTHER
PARTICIPANTS. IF NO INSTRUCTIONS ARE RECEIVED FROM ANY PARTICIPANT, NORTHERN
LIFE WILL VOTE "FOR" THE PROPOSALS TO BE VOTED ON AND, ON ANY OTHER MATTERS THAT
COME BEFORE THE MEETING, NORTHERN LIFE SHALL VOTE IN ACCORDANCE WITH ITS BEST
JUDGMENT.
Dated: ____________________, 1996
----------------------------------
Signature of Contract Owner
----------------------------------
Joint Owner, If Any
Please date and sign exactly as name
appears hereon. Administrators, trustees,
etc. should so indicate when signing.
- --------------------------
Contract Owner
