SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(x) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Northstar 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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( ) 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:
2) Form, Schedule, or Registration Statement No.:
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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
September 14, 1998
Dear Shareholder:
A Special Meeting of the Shareholders of the Northstar Income and Growth
Portfolio (the "Portfolio") will be held at 10 a.m. Eastern Time on October 22,
1998, at the offices of the Portfolio. Formal notice of the Meeting appears on
the next page, followed by the proxy statement. We hope that you can attend the
meeting in person; however, we urge you in any event to vote your shares by
completing and returning the enclosed proxy card in the envelope provided at
your earliest convenience.
At the Meeting, Shareholders will be asked to consider and vote upon a
proposal to consider and approve a modification of the investment objective of
the Portfolio. Currently, the Portfolio seeks current income balanced with the
objective of achieving capital appreciation. If the proposed modification in
approved, the Portfolio's investment objective will be to seek long-term
capital appreciation. The Portfolio will seek to achieve this objective by
investing in a diversified portfolio of equity securities. 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 by
emphasizing equity securities rather than both equity and fixed income
securities. It is intended that the proposed investment objective, if approved,
will become effective on or about October 26, 1998.
Detailed information about the proposed modification of the investment
objective of the Portfolio and the reasons for it are contained in the enclosed
materials. The Trustees of the Portfolio have concluded that the proposed
investment objective is in the best interest of the Portfolio and its
shareholders and recommend that you vote FOR the Proposal.
PLEASE EXERCISE YOUR RIGHT TO VOTE BY COMPLETING, DATING AND SIGNING THE
ENCLOSED PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE HAS BEEN ENCLOSED
FOR YOUR CONVENIENCE. IT IS IMPORTANT THAT YOU VOTE AND THAT YOUR VOTE BE
RECEIVED BY NO LATER THAN OCTOBER 19, 1998.
We appreciate your participation and prompt response in this matter, and
thank you for your continued support.
Sincerely,
Mark L. Lipson
PRESIDENT
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NORTHSTAR INCOME AND GROWTH PORTFOLIO
A Series of the Northstar Galaxy Trust
300 First Stamford Place, Stamford, Connecticut 06902
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 22, 1998
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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 the Portfolio on October 22, 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
(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 1, 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
Mark L. Lipson
PRESIDENT
Greenwich, Connecticut
September 14, 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. INSTRUCTIONS FOR
THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
SHAREHOLDERS WHO HOLD SHARES IN MORE THAN ONE ACCOUNT WILL RECEIVE A
PROXY PACKAGE FOR EACH ACCOUNT. YOU MUST RETURN SEPARATE PROXY CARDS
FOR EACH SEPARATE ACCOUNT.
THE PROMPT RETURN OF YOUR PROXY WILL AVOID THE EXPENSE OF FURTHER
MAILINGS.
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NORTHSTAR INCOME AND GROWTH PORTFOLIO
PROXY STATEMENT
SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON OCTOBER 22, 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 October 22,
1998, or any adjournment thereof. At the Special Meeting, Shareholders of the
Portfolio will be asked to approve a modification of investment objective 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
September 14, 1998.
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 1, 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. On September 1, 1998 there were shares of the Portfolio
outstanding, of which the Trustees and officers of the Portfolio as a group
beneficially owned less than 1%. The Portfolio knows of no person who owns
beneficially 5% or more of the outstanding shares of the Portfolio.
The enclosed form of proxy, if properly executed and returned, will be
voted in accordance with the instructions specified thereon. If no choice is
specified, the proxy will be vote FOR the proposed modification of investment
objective, and, in the discretion of the proxies named on the proxy card, on
any other matter properly brought before the Meeting. Shares represented in
person or by proxy (including shares which abstain or do not vote with respect
to one or more proposals presented for shareholder approval, including "broker
non-votes") will be counted for purposes of determining the number of shares
that are present and are entitled to vote with respect to any particular
proposal, but will not be counted as a vote in favor of such proposal.
Accordingly, an abstention from voting on a proposal or a broker non-vote will
have the same legal effect as a vote against the proposal. "Broker non-votes"
exist where a proxy received from a broker indicates that the broker does not
have discretionary authority to vote the shares on the matter.
The enclosed proxy is revocable by you at any time prior to the exercise
thereof by submitting a written notice of revocation or a subsequently executed
proxy. Signing and mailing the proxy will not affect your right to give a later
proxy or to attend the Meeting and vote your shares in person.
In the event that a quorum is present at the Meeting by sufficient votes
to approve the proposal are not received, the person named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of a
majority of those shares represented at the Meeting in person or by proxy. If a
quorum is present, the persons named as proxies will vote those proxies which
they are entitled to vote FOR the proposal in favor of such an adjournment and
will vote those proxies required to be voted AGAINST the proposal against any
such adjournment. A shareholder vote may be taken on the proposal in this proxy
statement prior to any such adjournment if sufficient votes have been received
for approval.
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 $8,000 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
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copy of this proxy statement and may vote by mail using the enclosed proxy
card(s), shareholder's vote may be taken by telephone by SCC, subject to
procedures designed to authenticate shareholders' identities and to confirm
voting instructions. Copies of the 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 Mid-Cap 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 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 between $500 million
to $2 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 the effective date of the next Post-Effective
Amendment to the Trust's Registration Statement under the 1933 Act and the 1940
Act incorporating the changes. The effective date of such Post-Effective
Amendment is anticipated to be October 26, 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, 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.
THE TRUSTEES OF THE PORTFOLIO BELIEVE THAT THE PROPOSED MODIFICATION OF
INVESTMENT OBJECTIVE AND THE NAME OF THE PORTFOLIO IS IN THE BEST INTEREST OF
THE PORTFOLIO AND ITS SHAREHOLDERS AND, ACCORDINGLY, HAVE APPROVED A
MODIFICATION OF THE INVESTMENT OBJECTIVE AND NAME OF THE PORTFOLIO AND
RECOMMEND THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.
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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.
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
MARK L. LIPSON
PRESIDENT
Greenwich, Connecticut
September 14, 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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NORTHSTAR INCOME AND GROWTH PORTFOLIO
SPECIAL MEETING OF SHAREHOLDERS -- OCTOBER 22, 1998
PROXY SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned shareholder of NORTHSTAR INCOME AND GROWTH PORTFOLIO (the
"Portfolio"), a series of the NORTHSTAR GALAXY 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 Portfolio, which
shall be held on October 22, 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 adjournments thereof, and thereat to vote all shares of the Portfolio
which the undersigned would be entitled to vote, with all powers the
undersigned would possess if personally present, in accordance with the
following instructions:
PLEASE VOTE, SIGN, DATE AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
ENVELOPE. NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
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IMPORTANT: Please insert date
of signing.
The undersigned hereby
acknowledges receipt of the
accompanying Notice of Meeting
and Proxy Statement, dated
September 14, 1998.
Dated: , 1998
This Proxy shall be signed
exactly as your name(s) appear
hereon. If as attorney,
executor, guardian or in some
other capacity or as an officer
of a corporation, please state
capacity or title as such.
--------------------------------
Signature of Shareholder(s) (if
held jointly)
If more than one of the proxies, or their substitutes, are present at the
meeting or at any adjournment thereof, they jointly (or, if only one is present
and voting, then that one) shall have authority and may exercise all the powers
granted hereby. This proxy, when properly executed, will be voted in accordance
with the instructions marked hereon by the undersigned. In the absence of
contrary instructions, this proxy will be voted FOR the proposal.
Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil. Do not use red ink.
1. PROPOSAL TO APPROVE A MODIFICATION IN THE INVESTMENT OBJECTIVE AND NAME OF
THE PORTFOLIO AND, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
