SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Northstar Galaxy Trust
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identity the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
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NORTHSTAR INCOME AND GROWTH PORTFOLIO
A SERIES OF THE NORTHSTAR GALAXY TRUST
300 FIRST STAMFORD PLACE, STAMFORD, CONNECTICUT 06902
OCTOBER 5, 1998
Dear Shareholder:
The Board of Trustees of the Northstar Galaxy Trust, on behalf of the
Northstar Income and Growth Portfolio (the "Portfolio"), has recently reviewed
and unanimously endorsed a proposal for the modification of the investment
objective and name of the Portfolio which they judge to be in the best
interests of the Portfolio and its shareholders.
We therefore have called a Special Meeting of Shareholders of the
Portfolio to be held on November 5, 1998 to consider and approve this
modification whereby the current objective of seeking income balanced with
capital appreciation would be modified to the objective of seeking long-term
capital appreciation. If the modification is approved, the Portfolio's name
will be changed to "Northstar Galaxy Trust Emerging Growth Portfolio" to better
reflect the Portfolio's investment objective and holdings. As is discussed in
the enclosed proxy statement, the modification is intended to enhance the
Portfolio's ability to achieve better long-term performance results. This
modification will not affect the fees of the Portfolio; they will remain the
same.
Detailed information about the proposed modification of the investment
objective and the reasons for it are contained in the enclosed materials.
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 VERY IMPORTANT THAT YOU VOTE AND THAT YOUR VOTING
INSTRUCTIONS BE RECEIVED BY NO LATER THAN NOVEMBER 2, 1998.
We appreciate your participation and prompt response in this matter, and
thank you for your continued support.
Sincerely,
/s/ Mark L. Lipson
------------------
Mark L. Lipson
President
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NORTHSTAR INCOME AND GROWTH PORTFOLIO
A SERIES OF THE NORTHSTAR GALAXY TRUST
300 FIRST STAMFORD PLACE, STAMFORD, CONNECTICUT 06902
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 5, 1998
To the Shareholders of Northstar Income and Growth Portfolio:
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of Northstar Income and Growth Portfolio (the "Portfolio"), a
series of the Northstar Galaxy Trust, a Massachusetts business trust, will be
held at the offices of Northstar Investment Management Corporation on November
5, 1998, at 10:00 a.m. Eastern Time, or at such adjourned time as may be
necessary for the holders of a majority of the shares of the Portfolio to vote,
for the following purposes:
(1) To modify the investment objective and name of the Portfolio and
(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 September
14, 1998 as the record date for determining shareholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.
By Order of the Trustees,
/s/ Stephanie L. Beckner
------------------------
Stephanie L. Beckner
Secretary
Stamford, Connecticut
October 5, 1998
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. SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE
ACCOUNT WILL RECEIVE A PROXY PACKAGE FOR EACH ACCOUNT. YOU MUST RETURN SEPARATE
PROXY CARDS FOR EACH SEPARATE ACCOUNT.
THE PROMPT RETURN OF YOUR PROXY WILL AVOID THE EXPENSE OF FURTHER MAILINGS.
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NORTHSTAR INCOME AND GROWTH PORTFOLIO
PROXY STATEMENT
SPECIAL MEETING OF THE SHAREHOLDERS
TO BE HELD ON NOVEMBER 5, 1998
-----------------
This proxy statement is being furnished in connection with the
solicitation of proxies by Northstar Income and Growth Portfolio (the
"Portfolio") for the Special Meeting of Shareholders to be held on November 5,
1998, or any adjournment thereof. The Portfolio is a series of the Northstar
Galaxy Trust (the "Trust"), an open end management investment company comprised
of five portfolios 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
ReliaStar Life Insurance Company, Northern Life Insurance Company and ReliaStar
Life Insurance Company of New York. At the Special Meeting, Shareholders of the
Portfolio will be asked to approve a modification of the investment objective
and name of the Portfolio. The terms of the investment objective and the
purposes for the proposed modification are set forth herein. It is anticipated
that the first mailing to shareholders of proxies and proxy statements will be
on or about October 5, 1998. 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 Portfolio 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 Portfolio 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 Portfolio 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 modification to the Portfolio's investment objective is
subject to approval of at least a majority of the shareholders of the Portfolio
(as defined in the Investment Company Act of 1940, as amended (the "1940 Act").
The Trustees of the Portfolio have reviewed the proposed modification of
investment objective, and, having found it to be in the best interest of the
Portfolio and its shareholders, unanimously recommend that shareholders approve
the proposed modification of investment objective.
September 14, 1998 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. At the close of business on September 14, 1998 (Record Date),
there were 1,698,278 shares of the Portfolio outstanding, of which the Trustees
and officers of the Portfolio as a group beneficially owned less than 1%.
ReliaStar
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Financial Corporation, the ultimate parent company of Northstar Investment
Management Corporation ("Northstar" or the "Adviser"), directly or through its
Affiliated Insurance Companies owns beneficially 100% of the outstanding shares
of the Portfolio. No other person was known by management of the Portfolio to
own beneficially 5% or more of the outstanding shares of the Portfolio on that
date.
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 proposed modification of investment
objective and name of the Portfolio, and, in the discretion of the proxies
named on the proxy card, on any other matter properly brought before the
Meeting. Shares represented in person or by proxy (including shares which
abstain or do not vote with respect to one or more proposals presented for
shareholder approval, including "broker non-votes") will be counted for
purposes of determining the number of shares that are present and are entitled
to vote with respect to any particular proposal, but will not be counted as a
vote in favor of such proposal. Accordingly, an abstention from voting on a
proposal or a broker non-vote will have the same legal effect as a vote against
the proposal. "Broker non-votes" exist where a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the
shares on the matter.
The enclosed proxy is revocable by you at any time prior to the exercise
thereof by submitting a written notice of revocation or a subsequently executed
proxy. Signing and mailing the proxy will not affect your right to give a later
proxy or to attend the Meeting and vote your shares in person.
In the event that a quorum is present at the Meeting but sufficient votes
to approve the proposal are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a
majority of those shares represented at the Meeting in person or by proxy. If a
quorum is present, the persons named as proxies will vote those proxies which
they are entitled to vote FOR the proposal in favor of such an adjournment and
will vote those proxies required to be voted AGAINST the proposal against any
such adjournment. A shareholder vote may be taken on the proposal in this proxy
statement prior to any such adjournment if sufficient votes have been received
for approval.
The costs of soliciting proxies in the accompanying form for the Special
Meeting, including the cost of preparing, printing and mailing the accompanying
Notice of Special Meeting, the President's letter and this proxy statement and
the costs of the Special Meeting will be borne by the Portfolio. Proxy material
will also be distributed through brokers, custodians and nominees to beneficial
owners, and the Portfolio 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 Portfolio, or their
agents, on behalf of the Trustees of the Portfolio, expenses of which shall be
charged to the Portfolio. The Portfolio has not retained a proxy solicitor. It
may, however, retain Shareholder Communications Corporation ("SCC"), a proxy
soliciting firm, to assist with proxy soliciting activities to obtain the
necessary shareholder representation. If retained, SCC would charge a fee of
approximately $2,000 plus expenses for a solicitation of this size, and would
contact shareholders to ask if they would be willing to have their votes
recorded by telephone. Although each shareholder will receive a copy of this
proxy statement and may vote by mail using the enclosed proxy card(s),
shareholder's vote may be
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taken by telephone by SCC, subject to procedures designed to authenticate
shareholders' identities and to confirm voting instructions. COPIES OF THE
PORTFOLIO'S MOST RECENT ANNUAL REPORT WILL BE FURNISHED TO SHAREHOLDERS WITHOUT
CHARGE, UPON REQUEST TO NORTHSTAR AT (800)595-7827.
PROPOSAL ONE: APPROVAL OF PROPOSED MODIFICATION OF INVESTMENT
OBJECTIVE AND PROPOSED MODIFICATION OF PORTFOLIO NAME OF THE
NORTHSTAR INCOME AND GROWTH PORTFOLIO
INTRODUCTION
On July 29, 1998, a majority of the independent Trustees of the Portfolio
(as defined in the 1940 Act), and a majority of the entire Board of Trustees
met in person and unanimously approved, subject to the required shareholder
approval described herein, a modification of investment objective of the
Portfolio, and recommended approval of the proposed modification of investment
objective of the Portfolio by shareholders of the Portfolio.
Currently the Portfolio's investment objective is to "seek current income
balanced with the objective of achieving capital appreciation." The Board of
Trustees recommends that the objective be modified so that the Portfolio's
objective would be to "seek long-term capital appreciation." The Portfolio will
seek to achieve this objective by investing in a diversified portfolio of
equity securities. The Portfolio's investment adviser, Northstar Investment
Management, has recommended the revision in the investment objective because it
believes it can achieve superior investment returns if the Portfolio is managed
with a view to obtaining long-term capital appreciation. The investment adviser
believes that, from time to time, capital gain income can be achieved by taking
advantage of market conditions to sell particular securities and realize gains
or by acquiring particular securities, which have capital appreciation
potential. If shareholders approve the proposed investment objective, this
Portfolio will change its name to the "Northstar Galaxy Trust Emerging Growth
Portfolio" and will change its investment strategy and the nature or type of
securities in which the Portfolio may invest as noted below.
The modification in the Portfolio's investment objective will enable the
Portfolio to modify its investment strategy so that the Portfolio will invest
primarily in small to mid-sized companies that the portfolio manager feels have
above average prospects for growth. The portfolio manager will select growth
companies that are involved in new technologies, new products, foreign markets
and special developments, such as research discoveries, acquisitions,
recapitalizations, liquidations or management changes. The Portfolio will also
invest in companies that the portfolio manager determines to be priced below
their long-term value. The modification in the Portfolio's investment objective
will change the nature or type of securities in which the Portfolio invests so
that under normal conditions, the Portfolio will invest at least 65% of its
total assets in companies with a market capitalization of up to $5 billion. It
may invest up to 25% of its net assets in foreign issuers, but only 10% may be
invested in securities that are not listed on a U.S. securities exchange. The
Portfolio may invest up to 20% of its net assets in debt obligations, including
intermediate- to long-term corporate and U.S. Government Securities. Currently
the Portfolio should invest at least 25% of its assets in investment grade debt
obligations. As modified, the Portfolio may continue to invest in such
obligations as well as lower-rated debt obligations, but only up to 20% of its
net assets.
The proposed investment objective, if approved by vote of the holders of a
majority of the outstanding shares of the Portfolio (as defined in the 1940
Act), will go into effect on November 9, 1998. In the event that shareholders
of the Portfolio do not approve the proposed modification of investment
objective of the Portfolio, the investment objective would remain the same,
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and the Trustees of the Portfolio 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 Portfolio.
VOTE REQUIRED FOR APPROVAL
Adoption of the proposed modification of investment objective set forth
herein requires the approval by (a) 67% or more of the voting securities
present at the Special Meeting of the Portfolio's shareholders, if the holders
of more than 50% of the Portfolio's outstanding voting securities are present
or represented by proxy; or (b) more than 50% of the Portfolio's outstanding
voting securities, whichever is less.
THE TRUSTEES UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS OF THE PORTFOLIO VOTE
TO APPROVE THE MODIFICATION OF INVESTMENT OBJECTIVE AND NAME OF THE PORTFOLIO.
MISCELLANEOUS
OTHER BUSINESS
The Trustees know of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is their
intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named as proxies in the enclosed form of proxy.
OTHER INFORMATION
Northstar Investment Management Corporation serves as the Portfolio's
investment adviser. Northstar Administrators Corporation is its administrator,
and Northstar Distributors, Inc. is its principal underwriter, all are located
at 300 First Stamford Place, Stamford, Connecticut 06902.
SHAREHOLDER PROPOSALS
As a general matter, the Portfolio 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 Portfolio's shareholders should send
such proposal to the Portfolio, c/o Northstar Investment Management Corporation
at 300 First Stamford Place, Stamford, Connecticut 06902. Proposals must be
received within a reasonable time prior to the date of the meeting. Timely
submission of a proposal does not necessarily mean that such proposal will be
included.
By Order of the Trustees,
/s/ Mark L. Lipson
------------------
Mark L. Lipson
President
Stamford, Connecticut
October 5, 1998
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED REPLY ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
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<CAPTION>
<S> <C>
INSURANCE COMPANY NAME PRINTS HERE
NORTHSTAR INCOME AND GROWTH PORTFOLIO SPECIAL MEETING OF SHAREHOLDERS-NOVEMBER 5, 1998
VOTING INSTRUCTIONS PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned, revoking previous instructions, hereby instructs the above-referenced Insurance Company (the
"Company"), to vote all shares of Northstar Income and Growth Portfolio (the "Portfolio"), a series of the
Northstar Galaxy Trust, Massachusetts business trust, which are held in the account of the undersigned in the
Variable Account, at the Special Meeting of persons having a voting Interest in the Portfolio, to be held on
November 5, 1998, at 10:00 a.m. Eastern Time, at the offices of the Portfolio, 300 First Stamford Place,
Stamford, Connecticut, and at any and all adjustments thereof. The Company is hereby instructed to vote on the
proposal described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the
Meeting and the accompanying Proxy Statement is hereby acknowledged.
Date:__________________1998
This voting instruction shall be signed exactly
as your name(s) appear hereon. If attorney,
executor, guardian or in some other capacity or
as an officer of a corporation, please state
capacity or title as such.
__________________________
Signature(s)
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PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND MAIL THIS VOTING INSTRUCTION FORM IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
This Voting Instructions Form, when properly executed, will be voted in accordance with the instructions marked
below by the undersigned. In the absence of contrary instructions, this Instruction Form will be voted FOR the
proposal.
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW.
FOR AGAINST ABSTAIN
1. Proposal to approve a modification in the investment objective and name of [ ] [ ] [ ]
the Portfolio and, in their discretion, upon such other business as may come
before the meeting or any adjournments thereof.
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