NORTHSTAR ADVANTAGE STRATEGIC INCOME FUND, 485APOS, 1996-12-31

NORTHSTAR ADVANTAGE STRATEGIC INCOME FUND
485APOS, 1996-12-31

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<PAGE>

As filed with the Securities and Exchange Commission on December 31, 1996

Registration Nos. 33-76574; 811-08414
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form N1-A

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

Post-Effective Amendment No. 10

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 11

NORTHSTAR STRATEGIC INCOME FUND
---------------------------------------------------------------
(Exact name of Registrant as specified in charter)

Two Pickwick Plaza, Greenwich, CT 06830
-----------------------------------------------------
(Address of Principal Executive Offices)

(203)863-6200
--------------------------------------
(Registrant's telephone number)

Mark L. Lipson
c/o Northstar Investment Management Corporation
Two Pickwick Plaza, Greenwich, CT 06830
-----------------------------------------------------
(Name and address for agent for service)

Copies of all correspondence to:
Jeff Steele, Esq.

Dechert, Price & Rhodes
1500 K. Street, N.W., Suite 500
Washington, D.C. 20005

<PAGE>

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE:
- - -
on [date] pursuant to paragraph (b)
- - -
60 days after filing pursuant to paragraph (a)(1)
- - -

X on March 1 pursuant to paragraph (a)(1)
- - -

75 days after filing pursuant to paragraph (a)(2)
- - -
on [date] pursuant to paragraph (a)(2) of Rule 485
- - -
If appropriate, check the following box:
X this post-effective amendment designates a new effective
- - - date for a previously filed post-effective amendment.
- -------------------------------------------------------------
* Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Section 24(f) of the Invesment
Company Act of 1940. The Registrant has filed the Notice required by
Rule 24f-2 for its most recent fiscal year on or about February 16,
1996.

<PAGE>

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

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

<S> <C>
1. Cover Page Cover Page

2. Synopsis What you pay to invest

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

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

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

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

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

8. Redemption or Repurchase Buying, Selling and Exchanging

9. Legal Proceedings Not Applicable

</TABLE>

<PAGE>

CROSS REFERENCE SHEET
PART B

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

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

11. Table of Contents Table of Contents

12. General Information & History Cover Page; Other Information

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

14. Management of the Fund Trustees and Officers

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

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

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

18. Capital Stock and Other Purchases and Redemptions
Securities

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

20. Tax Status Dividends, Distribution and Taxes

21. Underwriter Underwriter and Distribution Services

22. Calculation of Performance Data Performance Information

23. Financial Statements Financial Statements

</TABLE>

PART C

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

<PAGE>

(page 1)

The Northstar Funds
Prospectus
March 1, 1997

THIS PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT INVESTING IN NORTHSTAR
FUNDS. IT TELLS YOU:
O HOW TO CHOOSE THE FUNDS THAT ARE RIGHT FOR YOU
O HOW TO BUY AND SELL SHARES
O HOW YOU EARN MONEY ON YOUR INVESTMENTS
O HOW INVESTING IN MUTUAL FUNDS MAY AFFECT YOUR TAXES.

PLEASE READ IT CAREFULLY BEFORE YOU INVEST, AND KEEP IT FOR FUTURE REFERENCE.

YOUR INVESTMENT:
O IS NOT A BANK DEPOSIT
O IS NOT INSURED OR GUARANTEED BY THE FDIC, THE FEDERAL RESERVE BOARD OR ANY
OTHER GOVERNEMENT AGENCY
O IS AFFECTED BY MARKET FLUCTUATIONS--THERE IS NO GUARANTEE THAT YOU WON'T
LOSE MONEY.

SOME OF THESE FUNDS MAY INVEST IN JUNK BONDS. YOU'LL FIND OUT MORE ABOUT HOW
THESE CAN AFFECT YOUR INVESTMENT IN THE SECTION CALLED THE RISKS OF INVESTING IN
MUTUAL FUNDS, THAT BEGINS ON PAGE 34.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

GROWTH FUNDS
Northstar Growth Fund
Northstar Growth + Value Fund
Northstar Special Fund

INCOME AND GROWTH FUNDS
Northstar Income and Growth Fund
Northstar Balance Sheet Opportunities Fund

INCOME FUNDS
Northstar High Total Return Fund
Northstar High Yield Fund
Northstar Strategic Income Fund
Northstar Government Securities Fund

<PAGE>

(page 2)

WHAT'S INSIDE

An introduction to the Northstar family of funds 3

Northstar Growth Funds
Growth Fund 4
Growth + Value Fund 6
Special Fund 8

Northstar Income and Growth Funds
Income and Growth Fund 10
Balance Sheet Opportunities Fund 12

Northstar Income Funds
High Total Return Fund 14
High Yield Fund 16
Strategic Income Fund 18
Government Securities Fund 20

Meet the portfolio managers 22

How to buy, sell and exchange shares of the Northstar Funds 25

Mutual fund earnings and your taxes 30

The business of mutual funds 32

The risks of investing in mutual funds 34

Where to go for more information 36

(Sidebar with icons)

These pages contain a description of each of our funds, including its OBJECTIVE,
INVESTMENT STRATEGY, types of HOLDINGS, RISKS and PORTFOLIO MANAGERS.

You'll also find:

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

HOW THE FUND HAS
performed. A chart that
shows the fund's financial
performance for up to ten years, by share class.

<PAGE>

AN INTRODUCTION TO THE NORTHSTAR FAMILY OF FUNDS

This prospectus has been designed to help you make informed decisions about your
investments.
We've divided our funds into three categories, and color-coded them to make it
easy to find what you're looking for.

GROWTH FUNDS APPEAR ON THE GREEN PAGES
Our Growth Funds focus on long-term growth by investing primarily in equities.
They will suit you if you:
o are investing for the long term - at least several years
o are willing to accept higher risk in exchange for potentially higher
long-term returns.

INCOME AND GROWTH FUNDS APPEAR ON THE BLUE PAGES
Our Income and Growth Funds seek income and growth of capital in varying
combinations. They will suit you if you:
o want both regular income and capital
appreciation
o are looking for potentially higher returns than those offered by
the income funds, but don't feel comfortable with the level of risk associated
with the growth funds.

INCOME FUNDS APPEAR ON THE RED PAGES
Northstar offers both aggressive and conservative Income Funds. Both offer
regular income, but some take higher risks to attain higher returns.

The Income Funds will suit you if you:
o want a regular stream of income
o want higher potential returns than money market funds
o are willing to accept some risk.

Risk is the potential that your investment will lose money or not earn as much
as you hope. All mutual funds have varying degrees of risk, depending on the
securities they invest in. Please read this prospectus carefully to be sure you
understand the risks and potential benefits associated with each of our funds.

IF YOU HAVE ANY QUESTIONS ABOUT THE NORTHSTAR FAMILY OF FUNDS OR ABOUT CHOOSING
SUITABLE INVESTMENTS, PLEASE CALL US AT 1-800-595-7827.

<PAGE>

(page 4)

NORTHSTAR GROWTH FUND

PORTFOLIO MANAGER
Geoffrey Wadsworth

OBJECTIVE
This fund seeks long-term growth of capital by investing primarily in domestic
common stocks.

INVESTMENT STRATEGY
The fund invests in large and mid-sized companies that the portfolio manager
feels have above average prospects for growth.

HOLDINGS
Under normal market conditions, the fund invests at least 65% if its assets in
securities purchased on the basis of the potential for capital appreciation. The
fund also holds preferred stocks and convertible securities. It may invest up to
20% of its net assets in foreign issuers, but only 10% can be in securities that
are not listed on a U.S. securities exchange. It may also invest in other
higher-risk securities and engage in other investment practices. These are
described on page 34.

RISKS
Because they invest in equities, all growth funds are affected by changes in the
stock market. This fund is also subject to the risks associated with investing
in foreign securities. Please refer to the section beginning on page 34, The
risks of investing in mutual funds.

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

FEES YOU PAY DIRECTLY
Class A Class B Class C Class T
<S> <C> <C> <C> <C>

Maximum sales charge on your initial
investment (as a % of offering price) % 4.75 none none none
Maximum deferred sales charge % none(1) 5.00(2) 1.00(2) 4.00(2)

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)
Class A Class B Class C Class T
Management fee % 0.75 0.75 0.75 0.75
12b-1 fee % 0.30 1.00 (3) 1.00 (3) 0.95 (3)
Other expenses % 0.37 0.32 0.36 0.30
Total fund operating expenses % 1.42 2.07 2.11 2.00

</TABLE>

<PAGE>

Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $ 61 90 121 210
Class B
with redemptions $ 72 98 134 240(4)
without redemptions $ 21 65 111 240(4)
Class C
with redemptions $ 32 66 113 244
without redemptions $ 21 66 113 244
Class T
with redemptions $ 60 83 108 218(5)
without redemptions $ 20 63 108 218(5)

<PAGE>

(page 5)

NORTHSTAR GROWTH FUND

HOW THE FUND HAS PERFORMED
The following chart shows the fund's financial performance by share class. The
1995 and 1996 figures have been audited by Coopers & Lybrand L.L.P., independent
accountants. Audited by other independent accountants prior to 1995.

CLASS A CLASS B CLASS C
Year ended December 31, 1995(1) 1996 1995(1) 1996 1995(1) 1996
<S> <C> <C> <C> <C> <C> <C>

OPERATING PERFORMANCE
Net asset value at the beginning of the
period $ 17.59 o 17.59 o 17.59 o
Net investment income (loss) $ 0.08 o 0.06 o 0.04 o
Net realized and unrealized gain (loss)
on investments $ 1.95 o 1.92 o 1.92 o
Total from investment operations $ 2.03 o 1.98 o 1.96 o
Dividends from net investment income $ (0.10) o (0.08) o (0.06) o
Dividends from net realized gain on
investments sold $ (3.99) o (3.99) o (3.99) o
Total distributions $ (4.09) o (4.07) o (4.05) o
Net asset value at the end of the period $ 15.53 o 15.50 o 15.50 o
Total investment return (2) % 11.55 o 11.27 o 11.17 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the period ($000s) $ 1,355 o 1,987 o 69 o
Ratio of expenses to average
net assets(3) % 1.42 o 2.07 o 2.11 o
Ratio of net investment income (loss) to
average net assets(3) % 0.63 o 0.06 o 0.02 o
Portfolio turnover rate % 134 o 134 o 134 o

</TABLE>

<PAGE>

CLASS T
<TABLE>
<CAPTION>

Year ended December 31, 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

OPERATING PERFORMANCE
Net asset value at the beginning of the
period $ 10.00 10.54 10.47 11.96 13.85 12.49 16.37 16.36 17.33 15.75 o
Net investment income (loss) $ 0.03 0.09 0.16 0.20 0.10 0.09 0.02 0.02 0.08 0.07 o
Net realized and unrealized gain (loss)
on investments $ 0.87 (0.07) 1.58 2.66 (0.83) 4.62 1.30 1.67 (1.41) 3.77 o
Total from investment operations $ 0.90 0.02 1.74 2.86 (0.73) 4.71 1.32 1.69 (1.33) 3.84 o
Dividends from net investment income $ (0.03) (0.08) (0.17) (0.20) (0.10) (0.08) (0.02) (0.04) (0.08) (0.07) o
Dividends from net realized gain on
investments sold $ (0.33) -- (0.08) (0.76) (0.51) (0.75) (1.31) (0.67) (0.15) (3.99) o
Dividends from capital paid in $ (0.01) -- (0.01) (0.02) -- -- -- (0.01) (4) (0.02) o
Total distributions $ (0.36) (0.09) (0.25) (0.97) (0.63) (0.83) (1.33) (0.72) (0.25) (4.06) o
Net asset value at the end of the period $ 10.54 10.47 11.96 13.85 12.49 16.37 16.36 17.33 15.75 15.53 o
Total investment return (2) % 8.91 0.11 16.70 24.25 (5.24) 38.10 8.05 10.36 (7.66) 24.40 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the period ($000s) $ 17,013 27,493 25,359 29,842 24,927 40,884 56,759 80,759 76,391 76,343 o
Ratio of expenses to average net assets(3) % 2.77 2.29 2.46 2.33 2.33 2.25 2.15 2.04 2.00 2.00 o
Ratio of net investment income (loss) to
average net assets(3) % 0.37 0.83 1.40 1.39 0.80 0.66 0.09 0.13 0.49 0.37 o
Portfolio turnover rate % 32.66 54.72 58.73 74.56 54.22 63.56 46.77 42.27 3.76 134 o
</TABLE>

(1) Share classes A, B & C commenced operations on June 5, 1995. These
figures have been annualized.
(2) Assumes dividends have been reinvested and does not reflect the effect
of sales charges. 1986 figure not annualized. Unaudited prior to 1992.
(3) Annualized.
(4) Distributions in excess of net investment income.

<PAGE>

(page 6)

NORTHSTAR GROWTH + VALUE FUND

PORTFOLIO MANAGER
Louis Navellier

OBJECTIVE
This fund seeks capital appreciation by investing in a diversified portfolio of
equity securities.

INVESTMENT STRATEGY
The fund invests primarily in companies the portfolio manager identifies as
either growth or value through quantitative analysis.

Growth companies have above average earnings or sales growth, and higher price
to earnings ratios. Value companies are temporarily undervalued or out of favor,
and tend to have lower price to book ratios, higher earnings or dividend yields
and higher returns on equity.

The percentage of fund assets allocated to the two different kinds of companies
varies depending on the portfolio manager's assessment of economic conditions
and investment opportunities.

HOLDINGS
The fund invests in common stocks, preferred stocks, convertible securities,
warrants and other stock purchase rights, private placements and other
restricted equity securities, equity interests in trusts, limited partnerships
and joint ventures and interests in real estate investment trusts. It may hold
up to 20% of its assets in foreign companies as American depository receipts. It
may also invest in other higher-risk securities and engage in other investment
practices. These are described on page 34.

RISKS
Because they invest in equities, all growth funds are affected by changes in the
stock market. Please refer to the section beginning on page 34, The risks of
investing in mutual funds.

FEES YOU PAY DIRECTLY
Class A Class B Class C
Maximum sales charge on your initial
investment (as a % of offering price) % 4.75 none none
Maximum deferred sales charge % none (1) 5.00 (2) 1.00 (2)

<PAGE>

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)
Class A Class B Class C
Management fee % 1.00 1.00 1.00
12b-1 fee % 0.30 1.00(3) 1.00(3)
Other expenses % 0.55 0.55 0.55
Total fund operating
expenses % 1.85 2.55 2.55

Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $ 65 103 143 254
Class B
with redemptions $ 77 112 158 289(4)
without redemptions $ 26 79 136 289(4)
Class C
with redemptions $ 36 79 136 289
without redemptions $ 26 79 136 289

<PAGE>

(page 7)

NORTHSTAR GROWTH + VALUE FUND

HOW THE FUND HAS PERFORMED
The following chart shows the fund's financial performance by share class. These
figures are unaudited.

Three months ended January 31, 1997 Class A Class B Class C

OPERATING PERFORMANCE
Net asset value at the beginning of the period o o o
Net investment income (loss) o o o
Net realized and unrealized gain (loss) on investments o o o
Total from investment operations o o o
Dividends from net investment income o o o
Dividends from net realized gain on investments sold o o o
Dividends from capital paid in o o o
Total distributions o o o
Net asset value at the end of the period o o o
Total investment return(1) o o o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the period ($000s) o o o
Ratio of expenses to average net assets o o o
Ratio of net investment income (loss) to average net assets o o o
Average commissions per share o o o
Portfolio turnover rate o o o

(1) Assumes dividends have been reinvested and does not reflect the effect of
sales charges.

<PAGE>

(page 8)

NORTHSTAR SPECIAL FUND

PORTFOLIO MANAGER
Louis Navellier

OBJECTIVE
This fund seeks capital appreciation by investing primarily in a diversified
portfolio of domestic equity securities selected on the basis of their potential
for growth.

INVESTMENT STRATEGY
The fund focuses on smaller, lesser-known companies, including emerging growth
companies.

HOLDINGS
The fund holds common stocks, preferred stocks, convertible
securities, warrants and other stock purchase rights, private placements and
other restricted equity securities, equity interests in trusts, limited
partnerships and joint ventures and interests in real estate investment trusts.
It may invest up to 20% of its net assets in foreign issuers, but only 10% can
be in securities that are not listed on a U.S. securities exchange. It may also
invest in other higher-risk securities and engage in other investment practices.
These are described on page 34.

RISKS
Because they invest in equities, all growth funds are affected by changes in the
stock market. This fund is also subject to the risks associated with investing
in smaller companies, emerging growth companies and foreign securities. Please
refer to the section beginning on page 34, The risks of investing in mutual
funds.

FEES YOU PAY DIRECTLY
Class A Class B Class C Class T
Maximum sales charge on your initial
investment (as a % of offering price) % 4.75 none none none
Maximum deferred sales charge % none(1) 5.00(2) 1.00(2) 4.00(2)

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)
Class A Class B Class C Class T
Management fee % 0.75 0.75 0.75 0.75
12b-1 fee % 0.30 1.00(3) 1.00(3) 0.95(3)
Other expenses(4) % 0.37 0.32 0.36 0.46
Total fund operating expenses % 1.42 2.07 2.11 2.16

<PAGE>

Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $ 61 90 121 210
Class B
with redemptions $ 72 98 134 240(5)
without redemptions $ 21 65 111 240(5)
Class C
with redemptions $ 32 66 113 244
without redemptions $ 21 66 113 244
Class T
with redemptions $ 62 88 116 233(6)
without redemptions $ 22 68 116 233(6)

(1) Except for purchases of $1 million or more, when you sell any of the shares
within 18 months of when you bought them. Please see page 26 for details.
(2) This charge decreases over time. Please see page 26 for details.
(3) Because of the 12b-1 fee, long-term shareholders may pay more than the
maximum permitted front-end sales charge.
(4) These figures are after the adviser reimbursed its expenses. Before
reimbursement, other expenses would have been .46% for Class B and .48% for
Class C. Total fund operating expenses would have been 2.21% for Class B and
2.23% for Class C.
(5) Class B shares convert to Class A shares after year 8. This figure uses
Class A expenses for years 9 and 10.
(6) Class T shares convert to Class A shares after year 8 or on June 2, 1998,
whichever is later. This figure uses Class A expenses for years 9 and 10.

<PAGE>

(page 9)

NORTHSTAR SPECIAL FUND

The fund's performance is also reported in national newspapers under these
trading symbols: SpeclA, SpeclB, SpeclC or SpeclT

Class A Class B Class C
Year ended December 31, 1995(1) 1996 1995(1)1996 1995(1)1996
<S> <C> <C> <C> <C> <C> <C>

OPERATING PERFORMANCE
Net asset value at the beginning
of the period $ 19.56 o 19.56 o 19.56 o
Net investment income (loss) $ (0.09) o (0.12) o (0.15) o
Net realized and unrealized gain (loss)
on investments $ 2.48 o 2.43 o 2.46 o
Total from investment operations $ 2.39 o 2.31 o 2.31 o
Dividends from net realized gain
on investments sold $ (1.03) o (1.03) o (1.03) o
Total distributions $ (1.03) o (1.03) o (1.03) o
Net asset value at the end of the period $ 20.92 o 20.84 o 20.84 o
Total investment return(2) % 12.20 o 11.79 o 11.79 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the
period ($000s) $ 2,335 o 1,491 o 62. o
Ratio of expenses to average net
assets(5) % 1.50 o 2.20 o 2.20 o
Ratio of adjusted expenses to average
net assets(4)(5) % 1.50 o 2.21 o 2.23 o
Ratio of net investment income (loss)
to average net assets(5) % (0.91) o (1.64) o (1.60) o
Average commissions per share $ -- o -- o -- o
Portfolio turnover rate % 71 o 71 o 71 o

</TABLE>

<PAGE>

CLASS T
<TABLE>
<CAPTION>

Year ended December 31, 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

OPERATING PERFORMANCE
Net asset value at the beginning of the period $ 10.00 8.92 7.90 9.55 11.67 10.64 15.74 17.40 20.79 19.64 o
Net investment income (loss) $ (0.06) (0.14) (0.13) (0.06) (0.20) (0.21) (0.33) (0.32) (0.25) (0.34) o
Net realized and unrealized gain (loss) on
investments $ (1.02) (0.88) 1.78 2.18 (0.83) 6.24 2.61 3.83 (0.76) 2.57 o
Total from investment operations $ (1.08) (1.02) 1.65 2.12 (1.03) 6.03 2.28 3.51 (1.01) 2.23 o
Dividends from net realized gain on
investments sold $ -- -- -- -- -- (0.93) (0.62) (0.12) (0.14) (1.03) o
Total distributions $ -- -- -- -- -- (0.93) (0.62) (0.12) (0.14) (1.03) o
Net asset value at the end of the period $ 8.92 7.90 9.55 11.67 10.64 15.74 17.40 20.79 19.64 20.84 o
Total investment return(2) % 10.80 (11.43) 20.89 22.20 (8.83) 57.27 14.54 20.16 (4.86) 11.34 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the period ($000s) $ 3,823 3,078 3,330 3,958 3,024 5,480 11,336 28,838 38,848 33,557 o
Ratio of expenses to average net assets (4) % 2.90 2.94 2.96 2.95 2.95 2.95 2.84 2.34 2.16 2.16 o
Ratio of adjusted expenses to average net
assets(4)(3) % 4.82 4.52 6.01 4.89 4.98 3.69 2.84 2.34 2.16 2.16 o
Ratio of net investment income (loss) to
average net assets(4) % (0.76) (1.22) (1.06) (0.44) (0.97) (1.57) (2.12) (1.66) (1.25) (1.50) o
Average commissions per share -- -- -- -- -- -- -- -- -- -- o
Portfolio turnover rate % 28 57 40 85 72 85 40 35 39 71 o
</TABLE>

(1) Share classes A, B & C commenced operations on June 5, 1995. These figures
have been annualized.
(2) Assumes dividends have been reinvested and does not reflect
the effect of sales charges. 1986 figure not annualized. Unaudited prior
to 1992.
(3) Before reimbursement.
(4) Annualized.

<PAGE>

(page 10)

NORTHSTAR INCOME AND GROWTH FUND

PORTFOLIO MANAGERS
Geoffrey Wadsworth, Jack Fisher

OBJECTIVE
This fund seeks current income
balanced with capital appreciation primarily by investing in dividend paying
equity securities, convertible securities, and investment grade debt securities.

INVESTMENT STRATEGY
This fund invests in a mix of equity and investment grade debt securities
designed to provide both current income and long-term growth of capital.

HOLDINGS
Under normal market conditions, the fund invests at least 65% of its total
assets in income-producing securities. It generally holds no more than 30% of
its assets in convertible securities. It may invest up to 20% of its net assets
in foreign issuers, but only 10% can be in securities that are not listed on a
U.S. securities exchange. It may also invest in other higher-risk securities and
engage in other investment practices. These are described on page 34.

RISKS
All income and growth funds are affected by changes in interest rates. This fund
is also subject to the risks associated with investing in foreign securities.
Please refer to the section beginning on page 34, The risks of investing in
mutual funds.

FEES YOU PAY DIRECTLY
Class A Class B Class C
Maximum sales charge on your initial
investment (as a % of offering price) % 4.75 none none
Maximum deferred sales charge % none (1) 5.00 (2) 1.00 (2)

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)

Class A Class B Class C
Management fee (3) % 0.75 0.75 0.75
12b-1 fee % 0.30 1.00(4) 1.00(4)
Other expenses % 0.46 0.48 0.47
Total fund operating expenses % 1.51 2.23 2.22

<PAGE>

Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $ 62 93 126 219
Class B
with redemptions $ 74 102 142 256(5)
without redemptions $ 23 70 119 256(5)
Class C
with redemptions $ 33 69 119 255
without redemptions $ 23 69 119 255

(1) Except for purchases of $1 million or more, when you sell any of the shares
within 18 months of when you bought them. Please see page 26 for details.
(2) This charge decreases over time. Please see page 26 for details.
(3) This is the maximum management fee. The actual fee charged reduces with
asset size: 0.75% on the first $250 million, 0.70% on next $250 million, 0.65%
on the next $250 million, 0.60 on the next $250 million and 0.55 on assets
over $1 billion.
(4) Because of the 12b-1 fee, long-term shareholders may pay more than the
maximum permitted front-end sales charge.
(5) Class B shares convert to Class A shares after year 8. This figure uses
Class A expenses for years 9 and 10.

<PAGE>

(Page 11)

NORTHSTAR INCOME AND GROWTH FUND

HOW THE FUND HAS PERFORMED
The following chart shows the fund's financial performance by share class. These
figures have been audited by Coopers & Lybrand L.L.P., independent accountants.

The fund's performance is also reported in national newspapers under these
trading symbols: IncGrA, IncGrB, IncGrC

CLASS A CLASS B CLASS C
Year ended October 31, 1994(1) 1995 1996 1994(1) 1995 1996 1994(1) 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

OPERATING PERFORMANCE
Net asset value at the beginning of
the period $ 10.00 10.00 o 10.64 9.99 o 10.37 9.99 o
Net investment income (loss) $ 0.30 0.35 o 0.20 0.27 o 0.20 0.27 o
Net realized and unrealized gain (loss)
on investments $ (0.05) 0.84 o (0.65) 0.85 o (0.38) 0.85 o
Total from investment operations $ 0.25 1.19 o (0.45) 1.12 o (0.18) 1.12 o
Dividends from net investment
income $ (0.25) (0.33) o (0.20) (0.27) o (0.20) (0.28) o
Total distributions $ (0.25) (0.33) o (0.20) (0.27) o (0.20) (0.28) o
Net asset value at the end of
the period $ 10.00 10.86 o 9.99 10.84 o 9.99 10.83 o
Total investment return (2) % 2.48 13.19 o (4.20) 12.31 o (1.75) 12.33 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the
period ($000s) $ 72,223 76,031 o 37,767 60,347 o 4,823 53,661 o
Ratio of expenses to average
net assets(3) % 1.50 1.51 o 2.20 2.23 o 2.20 2.22 o
Ratio of adjusted expenses to
average net assets(3)(4) % 1.56 -- o 2.36 -- o 2.67 -- o
Ratio of net investment income
(loss) to average net assets(3) % 3.73 3.39 o 3.00 2.66 o 2.87 2.67 o

<PAGE>

Portfolio turnover rate % 26 91 o 26 91 o 26 91 o
</TABLE>

(1) Class A commenced operations on November 8, 1993. Class B commenced
operations on February 9, 1994. Class C commenced operations on March 31,
1994. These figures have not been annualized.
(2) Assumes dividends have been reinvested and does not reflect the effect of
sales charges.
(3) Annualized.
(4) Before reimbursement.

<PAGE>

(page 12)

NORTHSTAR BALANCE SHEET OPPORTUNITIES FUND

PORTFOLIO MANAGERS
Thomas Ole Dial, Peter Bakst

OBJECTIVE
This fund seeks income, with a secondary objective of capital appreciation,
primarily by investing in domestic debt and equity securities.

INVESTMENT STRATEGY
The portfolio managers review various factors relating to a potential issuer,
especially its financial statements, to determine which type of security--debt
or equity--offers the best potential for a high current income combined with the
potential for capital growth.

HOLDINGS
Under normal market conditions, the fund invests at least 65% of its assets in
income-producing securities. It may hold up to 50% of its assets in debt
securities rated as low as B by Moody's or S&P (junk bonds). Equity securities
include common stocks, preferred stocks, convertible securities and warrants and
other stock purchase rights. Income producing securities have varying maturities
and pay fixed, floating or adjustable interest rates. The fund may also hold
pay-in-kind securities and discount obligations, including zero coupon
securities. The fund may invest up to 20% of its net assets in foreign issuers,
but only 10% of its net assets can be in securities that are not listed on a
U.S. securities exchange. It may also invest in other higher-risk securities and
engage in other investment practices. These are described on page 34.

RISKS
All income and growth funds are affected by changes in interest rates. This fund
is also subject to the risks associated with investing in junk bonds and foreign
securities. Please refer to the section beginning on page 34, The risks of
investing in mutual funds.

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)
Class A Class B Class C Class T
Management fee % 0.65 0.65 0.65 0.65
12b-1 fee % 0.30 1.00(3) 1.00(3) 0.95(3)
Other expenses % 0.32 0.30 0.26 0.28
Total fund operating
expenses % 1.27 1.95 1.91 1.68

<PAGE>

EXAMPLE
Here's an example of what you would pay in expenses if you invested $1,000,
reinvested all your dividends, the fund earned an average annual return of 5%,
and annual operating expenses remained at the current level. Keep in mind that
this is only an example--actual expenses and performance vary.
Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $60 $86 $114 $194
Class B
with redemptions $71 $94 $128 $227(4)
without redemptions $20 $61 $105 $227(4)
Class C
with redemptions $30 $60 $103 $223
without redemptions $19 $60 $103 $223
Class T
with redemptions $57 $73 $91 $188(5)
without redemptions $17 $53 $91 $188(5)

<PAGE>

(Page 13)

NORTHSTAR BALANCE SHEET OPPORTUNITIES FUND

The fund's performance is also reported in national newspapers under this
trading symbol: BaShOpT

CLASS A CLASS B CLASS C
Year ended December 31, 1995(1) 1996 1995(1) 1996 1995(1) 1996

OPERATING PERFORMANCE
Net asset value at the beginning
of the period $ 12.77 o 12.77 o 12.77 o
Net investment income (loss) $ 0.43 o 0.35 o 0.38 o
Net realized and unrealized gain
(loss) on investments $ 1.06 o 1.09 o 1.07 o
Total from investment operations $ 1.49 o 1.44 o 1.45 o
Dividends from net investment
income $ (0.48) o (0.45) o (0.45) o
Dividends from net realized gain on
investments sold $ (1.25) -- (1.25) -- (1.25) o
Total distributions $ (1.73) -- (1.70) -- (1.70) o
Net asset value at the end of the
period $ 12.53 o 12.51 o 12.52 o
Total investment return (2) % 11.95 o 11.56 o 11.49 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the period
($000s) $ 797 o 1,759 o 231 o
Ratio of expenses to average net
assets(3) % 1.27 o 1.95 o 1.91 o
Ratio of net investment income (loss)
to average net assets(3) % 4.99 o 4.38 o 4.49 o
Portfolio turnover rate % 131 o 131 o 131 o

<PAGE>

CLASS T
<TABLE>
<CAPTION>

Year ended December 31, 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

OPERATING PERFORMANCE
Net asset value at the beginning of
the period $ 10.00 10.39 9.11 9.71 10.71 10.13 11.66 12.05 12.94 11.54 o
Net investment income (loss) $ 0.40 0.56 0.62 0.68 0.61 0.57 0.55 0.49 0.57 0.57 o
Net realized and unrealized gain (loss) on
investments $ 0.67 (1.04) 0.58 1.00 (0.54) 1.53 0.36 1.20 (1.25) 2.27 o
Total from investment operations $ 1.07 (0.48) 1.20 1.68 0.07 2.10 0.91 1.69 (0.68) 2.84 o
Dividends from net investment income $ (0.40) (0.57) (0.60) (0.68) (0.63) (0.57) (0.52) (0.49) (0.54) (0.59) o
Dividends from net realized gain on
investments sold $ (0.28) (0.22) -- -- -- -- -- (0.31) (0.16) (1.25) o
Dividends from capital paid in $ -- (0.01) -- -- (0.02) -- -- -- (0.02)(5) -- o
Total distributions $ (0.68) (0.80) (0.60) (0.68) (0.65) (0.57) (0.52) (0.80) (0.72) (1.84) o
Net asset value at the end of the period $ 10.39 9.11 9.71 10.71 10.13 11.66 12.05 12.94 11.54 12.54 o
Total investment return (2) % 10.74 (5.35) 13.39 17.70 0.78 21.17 8.06 14.08 (5.33) 25.11 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the period
($000s) $ 49,332 58,722 57,425 58,006 44,750 49,367 56,823 80,841 73,764 72,472 o
Ratio of expenses to average net
assets(3) % 2.15 1.98 2.10 2.04 2.10 2.06 2.02 1.77 1.69 1.68 o
Ratio of net investment income (loss)
to average net assets(3) % 5.72 5.70 6.30 6.38 5.73 5.21 4.73 3.99 4.36 4.44 o
Average commissions per share $ -- -- -- -- -- -- -- -- -- -- o
Portfolio turnover rate % 78.71 45.91 24.57 56.15 57.39 76.87 58.96 38.26 59.26 131 o
</TABLE>

(1) Share classes A, B & C commenced operations on June 5, 1995. These figures
have been annualized.
(2) Distributions in excess of net investment income. 1986 figure not
annualized. Unaudited prior to 1992.
(3) Assumes dividends have been reinvested and does not reflect the effect of
sales charges.
(4) Annualized.
(5) Distributions in excess of net investment income.

<PAGE>

(page 14)

NORTHSTAR HIGH TOTAL RETURN FUND

PORTFOLIO MANAGER
Thomas Ole Dial

OBJECTIVE
This fund seeks high income and capital appreciation.

INVESTMENT STRATEGY
The fund invests primarily in higher-yielding, lower-rated bonds (junk bonds) to
achieve high current income with the potential for capital growth.

HOLDINGS
Under normal market conditions, the fund invests at least 65% of its total
assets in higher-yielding, lower-rated U.S. dollar-denominated debt securities
of U.S. and foreign issuers. It may also invest up to 35% of its total assets in
securities denominated in foreign currencies. No more than 50% of its assets can
be in securities of foreign issuers, including 35% in emerging market debt. Most
of the debt securities the fund invests in are lower rated and considered
speculative, including bonds in the lowest rating categories and unrated bonds.
It can invest up to 10%, and can hold up to 25% of its assets in securities
rated below Caa by Moody's or CCC by S&P. It also holds debt securities that pay
fixed, floating or adjustable interest rates and may hold pay-in-kind securities
and discount obligations, including zero coupon securities. The fund may also
hold common stock, preferred stock, convertible securities and rights and
warrants attached to debt instruments. It may also invest in other higher-risk
securities and engage in other investment practices.
These are described on page 34.

RISKS
All income funds are affected by changes in interest rates. This fund is also
subject to the risks associated with investing in lower rated bonds that are
speculative in nature and foreign securities. Please refer to the section
beginning on page 34, The risks of investing in mutual funds.

FEES YOU PAY DIRECTLY
Class A Class B Class C
Maximum sales charge on your initial
investment (as a % of offering price) % 4.75 none none
Maximum deferred sales charge % none(1) 5.00(2) 1.00 (2)

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)
Class A Class B Class C
Management fee(3) % 0.75 0.75 0.75
12b-1 fee % 0.30 1.00(4) 1.00(4)
Other expenses % 0.50 0.50 0.52
Total fund operating expenses % 1.55 2.25 2.27

<PAGE>

Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $ 63 94 128 223
Class B
with redemptions $ 74 103 143 258(5)
without redemptions $ 23 70 120 258(5)
Class C
with redemptions $ 33 71 122 261
without redemptions $ 23 71 122 261

(1) Except for purchases of $1 million or more, when you sell any of the shares
within 18 months of when you bought them. Please see page 26 for details.
(2) This charge decreases over time. Please see page 26 for details.
(3) This is the maximum management fee. The actual fee charged reduces with
asset size: 0.75% on the first $250 million, 0.70% on next $250 million, 0.65%
on the next $250 million, 0.60 on the next $250 million and 0.55 on assets over
$1 billion.
(4) Because of the 12b-1 fee, long-term shareholders may pay more than the
maximum permitted front-end sales charge.
(5) Class B shares convert to Class A shares after year 8. This figure uses
Class A expenses for years 9 and 10.

<PAGE>

NORTHSTAR HIGH TOTAL RETURN FUND

HOW THE FUND HAS PERFORMED
The following chart shows the fund's financial performance by share class. The
1995 and 1996 figures have been audited by Coopers & Lybrand L.L.P., independent
accountants. The fund's performance is also reported in national newspapers
under these trading symbols: HiTRA, HiTRB, HiTRC.

CLASS A CLASS B CLASS C
Year ended October 31, 1994(1) 1995 1996 1994(1) 1995 1996 1994(1) 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>

OPERATING PERFORMANCE
Net asset value at the beginning of the
period $ 5.00 4.41 o 5.20 4.41 o 5.06 4.41 o
Net investment income $ 0.41 0.48 o 0.33 0.45 o 0.26 0.44 o
Net realized and unrealized gain
(loss) on investments $ (0.60) 0.07 o (0.80) 0.06 o (0.65) 0.09 o
Total from investment operations $ (0.19) 0.55 o (0.47) 0.51 o (0.39) 0.53 o
Dividends from net investment
income $ (0.40) (0.48) o (0.32) (0.45) o (0.26) (0.45) o
Total distributions $ (0.40) (0.48) o (0.32) (0.45) o (0.26) (0.45) o
Net asset value at the end of the
period $ 4.41 4.48 o 4.41 4.47 o 4.41 4.49 o
Total investment return (2) % (4.11) 13.02 o (9.30) 11.97 o (7.21) 12.44 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the
period ($000s) $ 50,797 88,552 o 25,880 96,362 o 2,330 11,011 o
Ratio of expenses to average
net assets(3) % 1.50 1.55 o 2.20 2.25 o 2.20 2.27 o
Ratio of adjusted expenses to
average net assets(3)(4) % 1.61 -- o 2.40 -- o 3.19 -- o
Ratio of net investment income
(loss) to average net assets(3) % 10.09 10.90 o 9.72 10.20 o 9.46 10.18 o
Portfolio turnover rate % 163 145 o 163 145 o 163 145 o
</TABLE>

<PAGE>

(page 16)

NORTHSTAR HIGH YIELD FUND

PORTFOLIO MANAGERS
Peter Bakst, Jeffrey Aurigemma

OBJECTIVE
This fund seeks high current income by investing primarily in long-term and
intermediate-term fixed income securities, with emphasis on high yield corporate
debt instruments of domestic and foreign issuers.

INVESTMENT STRATEGY
The fund invests mostly in high-yield bonds (junk bonds) to acheive high current
income.

HOLDINGS
Under normal market conditions, this fund invests at least 65% of its total
assets in high yield or junk bonds rated below investment grade. It can hold up
to 100% of its assets in debt securities rated as low as Ca by Moody's or CC by
S&P or in securities that aren't rated but Northstar considers to be of
equivalent quality, and up to 1% of its assets in bonds in the lowest rating
categories. It may invest up to 35% of its net assets in foreign issuers, but
only 10% can be in securities that are not listed on a U.S. securities exchange.
The fund may also hold up to 25% of its assets in preferred stocks, convertible
securities and rights and warrants associated with debt instruments. It may also
invest in other higher-risk securities and engage in other investment practices.
These are described on page 34.

RISKS
All income funds are affected by changes in interest rates. This fund is also
subject to the risks associated with investing in lower rated bonds that are
speculative in nature, and foreign securities. Please refer to the section
beginning on page 34, The risks of investing in mutual funds.

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)
Class A Class B Class C Class T
Management fee % 0.45 0.45 0.45 0.45
12b-1 fee % 0.30 1.00(3) 1.00(3) .65(3)(4)
Other expenses % 0.27 0.26 0.27 0.23
Total fund operating expenses % 1.02 1.71 1.72 1.33

<PAGE>

Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $ 57 78 101 166
Class B
with redemptions $ 69 87 116 202(5)
without redemptions $ 17 54 93 202(5)
Class C
with redemptions $ 28 54 93 203
without redemptions $ 17 54 93 203
Class T
with redemptions $ 54 62 73 152(6)
without redemptions $ 14 42 73 152(6)

<PAGE>

(page 15)

NORTHSTAR HIGH YIELD FUND

The fund's performance is also reported in national newspapers under this
trading symbol: HiYldB, HiYldT

Class A Class B Class C
Year ended December 31, 1995(1) 1996 1995(1) 1996 1995(1) 1996

OPERATING PERFORMANCE
Net asset value at the beginning
of the period $ 8.68 o 8.68 o 8.68 o
Net investment income $ 0.48 o 0.44 o 0.44 o
Net realized and unrealized gain
(loss) on investments $ (0.10) o (0.09) o (0.09) o
Total from investment
operations $ 0.38 o 0.35 o 0.35 o
Dividends from net
investment income $ (0.50) o (0.46) o (0.46) o
Total distributions $ (0.50) o (0.46) o (0.46) o
Net asset value at the end
of the period $ 8.56 o 8.57 o 8.57 o
Total investment return (2) $ 4.48 o 4.17 o 4.17 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the
period ($000s) $ 7,466 o 29,063 o 3,410 o
Ratio of expenses to average
net assets(3) % 1.02 o 1.71 o 1.72 o
Ratio of adjusted expenses to
average net assets (3)(4) % 1.02 o 1.71 o 1.72 o
Ratio of net investment income
to average net assets(3) % 9.83 o 9.18 o 9.29 o
Average commissions
per share $ -- o -- o -- o
Portfolio turnover rate % 103 o 103 o 103 o

<PAGE>

CLASS T
<TABLE>
<CAPTION>

Year ended December 31, 1989 1990 1991 1992 1993 1994 1995 1996

Operating performance
Net asset value at the beginning of the period $ 10.00 8.55 6.27 7.94 9.09 9.31 8.29 o
Net investment income $ 0.60 1.12 1.08 0.92 0.85 0.81 0.84 o
Net realized and unrealized gain (loss)
on investments $(1.45) (2.30) 1.67 1.19 0.80 (0.99) 0.26 o
Total from investment operations $(0.85) (1.18) 2.75 2.11 1.65 (0.18) 1.10 o
Dividends from net investment income $(0.60) (1.10) (1.08) (0.94) (0.83) (0.83) (0.83) o
Dividends from net realized gain $ -- -- -- (0.02) (0.60) (0.01) -- o
Total distributions $ (0.60) (1.10) (1.08) (0.96) (1.43) (0.84) (0.83) o
Net asset value at the end of the period $ 8.55 6.27 7.94 9.09 9.31 8.29 8.56 o
Total investment return (2) $(8.81) (14.59) 46.49 27.57 18.89 (2.18) 13.71 o

Ratios and supplemental data
Net assets at the end of the period ($000s) %11,045 11,342 25,651 64,063 125,095 136,426 139,711 o
Ratio of expenses to average net assets(4) % 1.35 1.44 1.50 1.50 1.40 1.34 1.33 o
Ratio of adjusted expenses to average net
assets (3)(4) % 2.65 2.25 1.96 1.55 -- -- -- o
Ratio of net investment income to
average net assets(3) $ 11.44 15.15 14.84 10.30 8.84 9.08 9.69 o
Average commissions per share $ -- -- -- -- -- -- -- o
Portfolio turnover rate % 39.63 156.23 57.48 121.51 176.40 86.20 103 o
</TABLE>

(1) Classes A, B & C commenced operations on February 5, 1995. These figures
have not been annualized.
(2) Assumes dividends have been reinvested and does not reflect the effect of
sales charges.
(3) Annualized.
(4) Before reimbursement.

<PAGE>

(Page 18)

NORTHSTAR STRATEGIC INCOME FUND

PORTFOLIO MANAGERS
Thomas Ole Dial, Michael Graves

OBJECTIVE
This fund seeks high current income and a net asset value with limited
volatility by allocating substantially all of its assets among (i) U.S.
Government Securities, (ii) high yield securities, including preferred stocks,
convertible securities, zero coupon and pay-in-kind securities, lower-rated
foreign government securities, (iii) investment grade corporate debt securities,
and (iv) investment grade securities (or unrated securities that Northstar
determines to be of equivalent quality) issued by foreign governments or their
agencies or instrumentalities, or supranational entities.

INVESTMENT STRATEGY
The portfolio manager rotates the allocation of assets between the four sectors
based on the economic outlook, to maximize current income without assuming undue
risk. To control risk, the fund will never allocate more than 60% of its assets
to a single sector.

HOLDINGS
In addition to the securities listed above, the fund holds debt securities rated
as low as Ca by Moody's or CC by S&P or in securities that aren't rated but
Northstar considers to be of equivalent quality (junk bonds). Up to 10% of the
assets allocated to the high yield sector can be in bonds in the lowest rating
categories (C by Moody's and D by S&P) including bonds in default. It may also
invest in other higher-risk securities and engage in other investment practices.
These are described on page 34.

RISKS
All income funds are affected by changes in interest rates. This fund is also
subject to the risks associated with investing in junk bonds and foreign
securities, but the fund also attempts to limit these risks by investing in less
volatile securities. Please refer to the section beginning on page 34, The risks
of investing in mutual funds.

FEES YOU PAY DIRECTLY
Class A Class B Class C Class T
Maximum sales charge on your initial
investment (as a % of offering price) %4.75 none none none
Maximum deferred sales charge %none(1) 5.00(2) 1.00(2) 4.00(2)

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)
Class A Class B Class C Class T
Management fee % 0.65 0.65 0.65 0.65
12b-1 fee % 0.30 1.00(3) 1.00(3) 0.95 (3)(4)
Other expenses (5) % 0.41 0.41 0.37 0.30
Total fund operating expenses % 1.36 2.06 2.02 1.90

<PAGE>

Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $ 61 89 118 203
Class B
with redemptions $ 72 97 134 239(6)
without redemptions $ 21 65 111 239(6)
Class C
with redemptions $ 31 63 109 235
without redemptions $ 21 63 109 235
Class T
with redemptions $ 59 80 -- --(7)
without redemptions $ 19 60 -- --(7)

(1) Except for purchases of $1 million or more, when you sell any of the shares
within 18 months of when you bought them. Please see page 26 for details.
(2) This charge decreases over time. Please see page 26 for details.
(3) Because of the 12b-1 fee, long-term shareholders may pay more than the
maximum permitted front-end sales charge.
(4) May be increased to up to 1.00%.
(5) These figures are after the adviser reimbursed its expenses. Before
reimbursement, other expenses would have been .48% for Class A, .47% for Class
B, .43% for Class C and .28% for Class T. Total fund operating expenses would
have been 1.43% for Class A, 2.12% for Class B, 2.08% for Class C and 2.18% for
Class T.
(6) Class B shares convert to Class A shares after year 8. This figure
uses Class A expenses for years 9 and 10.
(7) Class T shares convert to Class A shares after year 8 or on June 2, 1998,
whichever is later.

<PAGE>

(page 19)

NORTHSTAR STRATEGIC INCOME FUND

The fund's performance is also reported in national newspapers under these
trading symbols: StrIncA, StrIncB, StrInT.

Class A Class B Class C
Year ended December 31, 1995(1) 1996 1995(1) 1996 1995(1) 1996

OPERATING PERFORMANCE
Net asset value at the beginning
of the period $ 12.24 o 12.24 o 12.24 o
Net investment income $ 0.63 o 0.55 o 0.55 o
Net realized and unrealized gain
on investments $ 0.13 o 0.15 o 0.14 o
Total from investment
operations $ 0.76 o 0.70 o 0.69 o
Dividends from net investment
income $ (0.60) o (0.55) o (0.55) o
Total distributions $ (0.60) o (0.55) o (0.55) o
Net asset value at the end of the
period $ 12.40 o 12.39 o 12.38 o
Total investment return (2) % 6.40 o 5.89 o 5.81 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the
period ($000s) $ 21,790 o 22,143 o 2,172 o
Ratio of expenses to average
net assets(3) % 1.36 o 2.06 o 2.02 o
Ratio of adjusted expenses to
average net assets(3)(4) % 1.43 o 2.12 o 2.08 o
Ratio of net investment income
(loss) to average net assets(3) % 7.03 o 6.47 o 6.48 o
Portfolio turnover rate % 153 o 153 o 153 o

<PAGE>

CLASS T
Year ended December 31, 1994 1995 1996

Operating performance
Net asset value at the beginning of the period $ 12.00 11.71 o
Net investment income $ 0.51 0.98 o
Net realized and unrealized gain (loss) on investments $ (0.25) 0.66 o
Total from investment operations $ 0.26 1.64 o
Dividends from net investment income $ (0.49) (0.96) o
Dividends from net realized gain on investments sold $ (0.05) -- o
Dividends from capital paid in $ (0.01)(5)-- o
Total distributions $ (0.55) (0.96) o
Net asset value at the end of the period $ 11.71 12.39 o
Total investment return (2) $ 2.14 14.54 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the period ($000s) $ 25,252 30,228 o
Ratio of expenses to average net assets(3) % 1.90 1.90 o
Ratio of adjusted expenses to average net assets (3)(4) % 2.53 2.18 o
Ratio of net investment income (loss) to average net
assets(3) % 7.92 6.86 o
Portfolio turnover rate % 156 153 o

(1) Classes A, B & C commenced operations on February 5, 1995. These figures
have not been annualized.
(2) Assumes dividends have been reinvested and does not reflect the effect
of sales charges.
(3) Annualized.
(4) Before reimbursement.
(5) Distributions in excess of net investment income.

<PAGE>

(page 20)

NORTHSTAR GOVERNMENT SECURITIES FUND

PORTFOLIO MANAGER
Thomas Ole Dial

OBJECTIVE
This fund seeks high current income and conservation of principal by investing
primarily in debt obligations issued or guaranteed by the U.S. Government or its
agencies and instrumentalities.

INVESTMENT STRATEGY
The portfolio manager selects U.S. Government securities of various terms
depending on interest rates and market opportunities. This fund is managed so it
qualifies as an investment for federal credit unions. Shareholders will be
notified 60 days before making any change to this policy.

HOLDINGS
Under normal conditions, the fund holds 65% of its assets in securities
supported by the full faith and credit of the U.S. Government. No more than 20%
of its assets may be in securities issued by a single instrumentality or agency
not supported by the full faith and credit of the U.S. Government. It may also
invest in mortgage-backed, zero-coupon and other higher-risk securities and
engage in other investment practices. These are described on page 34.

RISKS
All income funds are affected by changes in interest rates. Shares of this fund
are not insured or guaranteed by the United States Government or its agencies or
instrumentalities, but the fund's holdings are not subject to the credit risks
associated with corporate securities. Please refer to the section beginning on
page 34, The risks of investing in mutual funds.

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

OPERATING EXPENSES PAID EACH YEAR BY THE FUND
(as a % of average net assets)
Class A Class B Class C Class T
Management fee (3) %0.45 0.45 0.45 0.45
12b-1 fee %0.30 1.00(4) 1.00(4) 0.65(4)(5)
Other expenses %0.27 0.25 0.23 0.20
Total fund operating expenses %1.02 1.70 1.68 1.30

<PAGE>

Year 1 Year 3 Year 5 Year 10
Class A
with redemptions $ 57 78 101 166
Class B
with redemptions $ 69 87 116 201(6)
without redemptions $ 17 54 92 201(6)
Class C
with redemptions $ 27 53 91 199
without redemptions $ 17 53 91 199
Class T
with redemptions $ 53 61 71 149(7)
without redemptions $ 13 41 71 149(7)

(1) Except for purchases of $1 million or more, when you sell any of the shares
within 18 months of when you bought them. Please see page 26 for details.
(2) This charge decreases over time. Please see page 26 for details.
(3) Because of the 12b-1 fee, long-term shareholders may pay more than the
maximum permitted front-end sales charge.
(4) May be increased to up to .95%
(5) After management fee waiver.
(3) After management fee waiver of .20% effective January 1, 1989. Without the
waiver, the management fee would be 0.65% and total fund operating expenses
would be 1.22% for Class A, 1.90% for Class B, 1.88% for Class C and 1.50 for
Class T.
(4) Because of the 12b-1 fee, long-term shareholders may pay more than the
maximum permitted front-end sales charge.
(5) May be increased to up to .95%.
(6) Class B shares convert to Class A shares after year 8. This figure uses
Class A expenses for years 9 and 10.
(7) Class T shares convert to Class A shares after year 8 or on June 2, 1998,
whichever is later. This figure uses Class A expenses for years 9 and 10.

<PAGE>

(page 21)

NORTHSTAR GOVERNMENT SECURITIES FUND

The fund's performance is also reported in national newspapers under this
trading symbol: GovtT.

Class A Class B Class C
Year ended December 31, 1995(1) 1996 1995(1) 1996 1995(1) 1996

OPERATING PERFORMANCE
Net asset value at the beginning
of the period $9.51 o $9.51 o $9.51 o
Net investment income $0.34 o 0.30 o 0.30 o
Net realized and unrealized
gain on investments $0.59 o 0.59 o 0.59 o
Total from investment
operations $0.93 o 0.89 o 0.89 o
Dividends from net
investment income $(0.37) o (0.33) o (0.33) o
Total distributions $(0.37) o (0.33) o (0.33) o
Net asset value at the
end of the period $10.07 o 10.07 o 10.07 o
Total investment return (2) %10.04 o 9.61 o 9.61 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of
the period ($000s) $3,235 o 2,790 o 8 o
Ratio of expenses to average
net assets(3) %1.02 o 1.70 o 1.68 o
Ratio of net investment income (loss)
to average net assets(3) %1.22 o 1.90 o 1.88 o
Average commissions
per share %6.01 o 5.20 o 5.28 o
Portfolio turnover rate %295 o 295 o 295 o

<PAGE>

CLASS T
<TABLE>
<CAPTION>

Year ended December 31, 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

OPERATING PERFORMANCE
Net asset value at the beginning of the
period $ 10.00 9.94 8.80 8.26 8.47 8.47 8.99 9.22 10.32 8.74 o
Net investment income $ 0.54 0.64 0.75 0.72 0.68 0.67 0.61 0.59 0.56 0.58 o
Net realized and unrealized gain (loss)
on investments $ 0.27 (1.10) (0.48) 0.21 -- 0.52 0.23 1.09 (1.56) 1.35 o
Total from investment operations $ 0.81 (0.46) 0.27 0.93 0.68 1.19 0.84 1.68 (1.00) 1.93 o
Dividends from net investment
income $ (0.54) (0.64) (0.75) (0.72) (0.68) (0.67) (0.61) (0.58) (0.57) (0.60) o
Dividends from net realized gain on
investments sold $ (0.33) -- -- -- -- -- -- -- -- -- o
Dividends from capital paid in $ -- (0.04) (0.06) -- -- -- -- (0.01) -- o
Total distributions $ (0.87) (0.68) (0.81) (0.72) (0.68) (0.67) (0.61) (0.58) (0.58) (0.60) o
Net asset value at the end of the
period % 9.94 8.80 8.26 8.47 8.47 8.99 9.22 10.32 8.74 10.07 o
Total investment return (2) % 8.50 (4.72) 2.97 11.73 8.57 14.73 9.77 18.48 (9.82) 22.90 o

RATIOS AND SUPPLEMENTAL DATA
Net assets at the end of the period
($000s) $ 223,598 237,190 169,421 123,735 108,420 121,389 144,144 184,156 152,608 150,951 o
Ratio of expenses to average
net assets(3) % 1.89 1.79 1.88 1.45 1.43 1.44 1.39 1.31 1.29 1.30 o
Ratio of adjusted expenses to
average net assets (3) (4) % 1.89 1.79 1.88 1.65 1.63 1.64 1.59 1.51 1.49 1.50 o
Ratio of net investment income
(loss) to average net assets(3) % 6.38 7.02 8.47 8.57 8.23 7.68 6.81 5.83 6.00 6.23 o
Portfolio turnover rate % 241.73 412.29 494.05 73.94 16.77 87.00 120.08 81.41 314.91 295 o
</TABLE>

(1) Share classes A, B & C commenced operations on June 5, 1995. These figures
have been annualized.
(2) Assumes dividends have been reinvested and does not reflect the effect of
sales charges.
(3) Annualized.
(4) Before management fee waiver.

<PAGE>

(page 22)

MEET THE PORTFOLIO MANAGERS

JEFFREY AURIGEMMA
Jeffrey Aurigemma has been co-manager of the Northstar High Yield Fund since
December 1996. He joined Northstar in October 1993.

Mr. Aurigemma has over seven years of experience in high yield fixed income
investments. Before joining Northstar, he was a Senior Analyst--Fixed Income for
National Securities & Research.

PETER BAKST
Peter Bakst has been co-manager of the Northstar Balance Sheet Opportunities
Fund since July 1996, and co-manager of the Northstar High Yield Fund since
December 1996. He joined Northstar in June 1996.

Mr. Bakst has over 10 years of experience in both high yield fixed income and
high yield equity investments. Before joining Northstar, he was Director-High
Yield Debt Group for CS First Boston Corp., President of Presidio Capital
Management, and Managing Director at Bankers Trust Securities Corp.

THOMAS OLE DIAL
Thomas Ole Dial has managed the Northstar High Total Return Fund since its
inception, and the Northstar Strategic Income and Northstar Government
Securities Funds since December 1996.

He has co-managed the Northstar Balance Sheet Opportunities Fund since July
1996.
Mr. Dial, who has over 10 years of money management experience, joined Northstar
in October 1993. Before joining Northstar, Mr. Dial Executive Vice President,
Chief Investment Officer-Fixed Incomeof National Securities & Research
Corporation, and Senior Portfolio Manager of the National Bond Fund from August
1990 through July 1993.

JACK W. FISHER
Jack Fisher is co-manager of the Northstar Income and Growth Fund, responsible
for the fund's common stock component.

Mr. Fisher, who has more than 20 years of investment research and equity
management experience, is president of Wilson/Bennett Capital Management Inc.

MICHAEL GRAVES
Michael Graves has been co-manager of the Northstar Strategic Income Fund since
December 1996. He joined Northstar in August 1994.

Mr. Graves has over seven years of experience in high yield fixed income
investments. Before joining Northstar, he was a Senior Analyst--Fixed Income for
National Securities & Research.

LOUIS G. NAVELLIER
Louis Navellier manages the Northstar Growth + Value Fund and the Northstar
Special Fund.

<PAGE>

Mr. Navellier has been managing assets since 1986 and is the sole owner of
Navellier & Associates Inc., a registered investment adviser that manages
investments for high-net-worth individuals, institutions and pension funds.

GEOFFREY WADSWORTH
Geoffrey Wadsworth has managed the Northstar Growth Fund since February 1996,
and has been co-manager of the Northstar Income and Growth Fund since December
1996. He joined Northstar in October 1993.

Before joining Northstar, Mr. Wadsworth was a Vice President of National
Securities & Research Corporation. He was portfolio manager of the National
Stock fund and assistant manager of the National Income and Growth Fund,
National Worldwide Opportunities Fund and National Total Return Fund.

<PAGE>

(page 23)

SUB-ADVISERS

NAVELLIER FUND MANAGEMENT, INC.
A registered investment adviser, Navellier Fund Management was established to
provide sub-advisery investment services for various Northstar portfolios. It
currently serves as sub-adviser to the Northstar Growth + Value Fund and the
Northstar Special Fund and manages over $2 billion for private accounts. The
company is wholly-owned by Louis G. Navellier.

Navellier Fund Management receives a fee for its services based on the average
daily net assets of the funds it manages. This fee is paid by Northstar, and not
the funds, at a rate of 0.64% for the Northstar Growth + Value Fund and 0.48%
for the Northstar Special Fund.

WILSON/BENNETT CAPITAL MANAGEMENT, INC.
A registered investment adviser, Wilson/Bennett serves as sub-adviser on the
common stock portion of the Northstar Income and Growth Fund. The company
currently manages assets valued at $57 million for individuals, pension plans
and corporations.

Wilson/Bennet receives a monthly fee for its services based on the average daily
net assets it manages. This fee is paid by Northstar, and not the funds, at a
rate of 0.20% on the first $125 million, 0.25% on the next $125 million, and
0.30% on assets over $250 million.

PERFORMANCE PROFILE:
THOMAS OLE DIAL
THESE FIGURES DEMONSTRATE MR. DIAL'S HISTORICAL TRACK RECORD. THEY DO NOT
INDICATE HOW THE NORTHSTAR HIGH TOTAL RETURN FUND WILL PERFORM IN THE FUTURE.

Before joining Northstar in October 1993, Ole Dial served as Executive Vice
President, Chief Investment Officer-Fixed Income, of National Securities &
Research Corporation. He was Senior Portfolio Manager of the National Bond Fund
from August 1990 through July 1993 and had full discretionary authority for the
selection of the fund's investments. On July 31, 1993 the fund had $614.7
million in net assets.

The National Bond Fund had investment objectives, policies and strategies that
were substantially similar to those of the Northstar High Total Return Fund,
which Mr. Dial now manages.The chart shows the average annual returns for the
National Bond Fund during the period when Mr. Dial managed the fund. These
figures reflect changes in share prices and reinvestment of dividends and
distributions, and are after deduction of fund expenses.

Included for comparison are performance figures of the Lehman Brother High Yield
Bond Index, an unmanaged index of fixed rate, publicly issued, non-investment
grade debt registered with the SEC. This index is considered to be
representative of the United States market for non-investment grade debt.
It has been adjusted to reflect reinvestment of dividends.

<PAGE>

The National Lehman High
Bond Fund Yield Bond
(%) Index (%)
One year, ended July 31, 1993 18.90 15.33
Three years, ended July 31, 1993 23.64 17.50

Cumulative total return 89.03
August 1990 to July 1993

(also includes a graph with the following plot points:)

The National Lehman High Yield
Bond Fund Bond Index
(unit value) (unit value)
Sept 90 0.90 0.87
Dec 90 0.84 0.85
March 91 1.01 1.03
June 91 1.13 1.11
Sept 91 1.21 1.19
Dec 91 1.28 1.25
March 92 1.49 1.34
June 92 1.56 1.38
Sept 92 1.62 1.43
Dec 92 1.60 1.49
Mar 93 1.76 1.58
June 93 1.87 1.65

<PAGE>

(page 24)

PERFORMANCE PROFILE:
LOUIS G. NAVELLIER
THESE FIGURES DEMONSTRATE THE HISTORICAL TRACK RECORD OF NAVELLIER AND
ASSOCIATES. THEY HAVE BEEN PROVIDED BY NAVELLIER AND ASSOCIATES AND HAVE NOT
BEEN VERIFIED OR AUDITED. THEY DO NOT INDICATE HOW THE NORTHSTAR GROWTH + VALUE
FUND WILL PERFORM IN THE FUTURE.

In addition to owning Navellier Fund Management, Inc., Louis Navellier is the
sole owner of Navellier & Associates, Inc., a registered investment adviser that
has been managing large pools of private assets since 1987.

Mr. Navellier and his staff use a computer-based system he developed to analyze
over 7,000 stocks as a basis for making buying and selling decisions. The table
illustrates his past performance in managing accounts with investment policies
and objectives substantially similar to the Northstar Growth + Value Fund.

The results shown are a composite of the actual performance of all equity
accounts managed by Navellier & Associates from 1987 to present, calculated
according to AIRMR standards. The accounts were not subject to the requirements
of the Investment Company Act of 1940, the limitations of which could affect
performance results. Results are after deduction of fees and expenses. Prior to
January 1, 1993, any account expenses not deducted from the accounts are not
reflected in the performance results. Fees were not materially different from
the Growth + Value Fund's anticipated expense ratio, but were generally higher
than the expense ratio for Class A shares and lower than the expense ratios for
Class B and C shares.

Navellier
and Associates S&P 500
composite (%) Index (%)
1987 8.05 5.24
1988 11.40 16.51
1989 22.20 31.58
1990 12.51 (3.15)
1991 66.43 30.50
1992 3.12 7.61
1993 16.83 10.09
1994 1.53 1.31
1995 43.80 37.59
1996 (six months) 14.81 10.10
one year 34.03 26.02
three years 21.70 17.21
five years 19.80 15.74
since inception 25.55 19.69

<PAGE>

(also includes a graph with the following plot points:)

Navellier
and Associates S&P 500
composite Index
(unit value) (unit value)

1987 1.08 1.05
1988 1.20 1.22
1989 1.47 1.61
1990 1.65 1.56
1991 2.75 2.03
1992 2.84 2.19
1993 3.31 2.41
1994 3.36 2.44
1995 4.84 3.36
1996 (June 30) 5.56 3.70

<PAGE>

(page 25)

YOUR GUIDE TO BUYING, SELLING AND EXCHANGING SHARES OF NORTHSTAR FUNDS There are
three steps to take when you want to buy, sell or exchange shares of our funds:
o first, choose a share class
o second, open a Northstar account and make your first investment
o third, choose one of several ways to buy, sell or exchange
shares.
CHOOSING A SHARE CLASS
All Northstar funds are available in Class A, Class B and Class C shares. The
chart below summarizes the differences between the share classes -- your choice
of share class will depend on how much you are investing and for how long. Large
investments qualify for a reduced Class A sales charge and avoid the higher
distribution fees of classes B and C. Investments in Class B and Class C shares
don't have a front-end sales charge but there is a restriction on the amount you
can invest at one time. Your financial adviser can help you, or feel free to
call us for more information.

Some of our funds also have Class T shares. You can no longer buy Class T shares
unless you are reinvesting income, or exchanging Class T shares you already own,
including Class T shares of The Cash Management Fund of Salomon Brothers
Investment Series (a money-market fund that's available through Northstar, but
isn't one of the Northstar funds). We've listed actual expenses charged to the
funds beginning on page 4.

MAXIMUM AMOUNT YOU CAN BUY
Class A no limit
Class B $500,000
Class C $750,000
Class T can only be purchased by reinvesting income or
exchanging other Class T shares

FRONT END SALES CHARGE
Class A yes, varies by size of investment
Class B none
Class C none
Class T none

DEFERRED SALES CHARGE
Class A only on investments of $1 million or more if you
sell within 18 months
Class B yes, if you sell within 5 years
Class C yes, if you sell within 1 year
Class T yes, if you sell within 4 years

SERVICE FEE
Class A .25% per year
Class B .25% per year
Class C .25% per year
Class T .25% per year

DISTRIBUTION FEE
Class A .05% per year
Class B .75% per year
Class C .75% per year
Class T from .40% to .75% per year (varies by fund)

<PAGE>

CONVERSION
Class B Class B shares convert to class A after 8 years
Class T Class T shares convert to class A after 8 years or
on June 2, 1998 (whichever is later)

<PAGE>

(page 26)

FRONT END SALES CHARGES
(Class A shares only)

Your investment Front-end sales charge
as a as a
percentage percentage
of offering your net
price investment
up to $99,999 4.99 4.75
$100,000 to $249,999 3.90 3.75
$250,000 to $499,999 2.83 2.75
$500,000 to $999,999 2.04 2.00
$1,000,000 and over 0.00 0.00

WAYS TO REDUCE FRONT-END SALES CHARGES There are three ways you can reduce your
sales charges.

1.Take advantage of purchases you've already made
Rights of accumulation let you combine the value of all the Class A shares you
already own with your current investment to calculate your sales charge.

2.Take advantage of purchases you intend to make
By signing a non-binding letter of intent, you can combine investments you plan
to make over a 13 month period to calculate the sales charge you'll pay on each
investment.

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

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

DEFERRED SALES CHARGES (CLASSES A, B, C & T)
We deduct a contingent deferred sales charge (CDSC) from the proceeds when you
sell shares as indicated below. CDSC is charged on the current market value of
the shares, or on the price you paid for them, whichever is less. You aren't
charged a CDSC on shares you acquired by reinvesting your dividends, or on
amounts representing appreciation. When you ask us to sell shares, we will sell
those that are exempt from the CDSC first, and then sell the shares you have
held the longest. This helps keep your CDSC as low as possible.

When calculating the CDSC, we consider all purchases made during a month to have
been made on the last day of that month.

<PAGE>

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

Your investment CDSC on shares
being sold
First $1M - $2,499,999 1.00%
$2,500,000 to $4,999,999 0.50%
$5,000,000 and over 0.25%

<PAGE>

(page 27)

ON CLASS B, C & T SHARES
Years after you Class B Class C Class T
bought the shares
1st year 5.00% 1.00% 4.00%
2nd year 4.00% none 3.00%
3rd year 3.00% none 2.00%
4th year 2.00% none 1.00%
5th year 2.00% none none
after 5 years none none none

WHEN THE CDSC MIGHT BE WAIVED
We may waive the CDSC for Class B and Class C shares if:
o the shareholder dies or becomes disabled
o you're selling your shares through our systematic withdrawal program
o you're selling shares of a retirement plan and you are over 70 1/2 years old
o you're exchanging Class B, C or T shares for the same class of shares of
another Northstar fund.

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

OPENING A NORTHSTAR ACCOUNT
Once you've chosen the funds you would like to invest in and the share class you
prefer, you're ready to open an account. First, determine how much money you
want to invest. The minimum initial investment for Northstar funds is:
o $2,500 for non-retirement accounts
o $250 for retirement accounts
o $25 if you are investing using our automatic investment plan (see page 29).

Next, open an account in one of two ways:
o give a check to your broker, who will open an account for you, or
o complete the application enclosed with this prospectus and mail it to us,
along with your check, made payable to Northstar Funds.

TAX-SHELTERED RETIREMENT PLANS
Call or write to us about opening your Northstar account as any one of the
following retirement plans: IRAs, SEP-IRAs, retirement and profit sharing plans
for self-employed persons (Keogh), and corporate retirement plans (401(k)).

BUYING, SELLING AND EXCHANGING
Once you've opened an account and made your first investment, you can choose one
of three ways to buy, sell or exchange shares of Northstar funds:
o through your broker
o directly, either by mail or over the telephone
o using one of our automatic plans. We'll send you a confirmation statement
every time you make a transaction that affects your account balance, except
when we pay distributions. Instructions for each option appear in the chart on
page 29, but here are a few things you should know before you begin.

<PAGE>

HOW SHARES ARE PRICED
The price you pay or receive when you buy, sell or exchange shares is determined
by the fund's net asset value (NAV) per share and share class. NAV is calculated
each business day at the close of regular trading on the New York Stock Exchange
(usually 4:00 Eastern Standard Time) by dividing the net assets of each fund
class by the number of shares outstanding.

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

<PAGE>

(page 28)

SOME RULES FOR BUYING
o The minimum amount of each investment after your first one is:
- $100 for non-retirement accounts
- $25 for retirement accounts
- $25 if you are investing using our automatic investment
plan (see page 29).

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

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

SOME RULES FOR SELLING

o Selling your shares may result in a deferred sales charge. Please refer to
the table on page 26.

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

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

o You can reinvest part or all of the proceeds of any shares you sell
without paying a sales charge. You must let us know in writing 30 days
from the day you sold the shares, and buy the same class of shares you
sold. We will reimburse you for any CDSC you paid. Please see page 31 for
information about how this can affect your taxes.

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

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

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

SOME RULES FOR EXCHANGING

o When you exchange shares, you are selling shares of one fund and using the
proceeds to buy shares of another fund. Please see page 31 for information
about how this can affect your taxes.

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

o You can exchange shares of any fund for the same class of shares of any
other fund, or for shares of The Cash Management Fund without a sales
charge. You will, however, pay a sales charge if you buy shares of The
Cash Management Fund, and then exchange them for Class A shares of any of
the funds.

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

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

<PAGE>

(Page 29)

WAYS TO
BUY, SELL OR WHEN TO USE HOW TO USE IT
EXCHANGE THIS OPTION
<S> <C> <C>

THROUGH YOUR buy If you're buying shares, make your check payable to Northstar Funds and
DEALER sell give it to your dealer, who will forward it to us.
exchange When you're selling, give your written request
to your dealer, who may charge you a fee for
this service.

BY MAIL buy Send your request to buy, sell or exchange in writing to:
Please call us if sell Northstar Funds, c/o
you have any exchange First Data Investor Services Group Inc. P.O. Box 5131 Westborough MA
questions--we 01581-5131
can't process Your letter should tell us
your request o your account number
until we have all o your social security number or
of the documents taxpayer identification number
we need. o the name the account is registered in
o the fund name and share class you're buying
or selling, and, for exchanges, the fund name
and share class you're exchanging to
o the dollar value or number of shares you want to
buy, sell or exchange. If you're buying,
include a check payable to Northstar Funds
with your request. If you're selling or
exchanging, your request must be signed by all
registered owners of the account. We'll ask
you to guarantee the signatures if:
o you are selling more than $50,000 worth of shares
o your address of record has changed in the past
30 days
o you want us to send the payment to
someone other than the registered owner, to an
address other than the address of record, or
in any form other than by check. Signatures
can be guaranteed by a bank, a member of the
national stock exchange or another eligible
institution.

BY TELEPHONE sell You can sell or exchange up to $50,000 of your shares by telephone. Call
To sign up for exchange us at 1-800-595-7827 between 8:30 a.m. and 4:00 pm Eastern Standard Time.
this service,
complete section When you're calling with your request, we'll ask you for your name,
9 of the social security number, broker of record or other identification. If we
application or don't ask for these things and process an unauthorized telephone
call us at transaction, we are responsible for any losses to your account.
1-800-595-7827. Otherwise you are responsible for any unauthorized use of the telephone
transaction service.

We'll mail the proceeds of the sale to the
address of record or wire $1,000 or more to
any commercial bank in the U.S. that is a
member of the Federal Reserve System. There is
no fee for this service.

<PAGE>

AUTOMATIC buy You can authorize us to automatically withdraw a minimum of $25 each
INVESTMENT PLAN month from your bank account and use it to buy shares in Northstar funds.
To sign up for
this service, There's no charge for this service, but your bank may charge you a small
complete section set-up or transaction fee. You can cancel the plan at any time. This
7 of the plan is not available for class T accounts.
application or
call us at
1-800-595-7827.

SYSTEMATIC sell You can ask us to automatically transfer money from your Northstar
WITHDRAWAL account into your bank account.
PROGRAM
To sign up for We will sell shares or share fractions on your behalf monthly or
this service, quarterly, and automatically deposit the proceeds into your bank
complete section account. There may be a sales charge on shares we sell on your behalf.
8 of the
application or You must have at least $5,000 worth of shares in your account to
call us at participate in this program. The minimum transfer amount is $25.
1-800-595-7827.
It isn't to your advantage to buy and sell
shares of the same fund at the same time, so
you can't set up an systematic withdrawal
program for an account you've already signed
up on an automatic investment plan. This
program is not available for class T accounts.

</TABLE>

<PAGE>

(page 30)

MUTUAL FUND EARNINGS AND YOUR TAXES

HOW THE FUNDS PAY DISTRIBUTIONS
Each Northstar fund distributes virtually all of its net investment income and
net capital gains to shareholders at least annually in the form of dividends.
The funds pay dividends as follows:

Growth Funds annually
Income and Growth Funds quarterly
Income Funds monthly

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

DISTRIBUTION OPTIONS
You can take your distributions as cash or reinvest them in the same class of
shares of any of our funds. You specify your preference when you open your
account. Distribution options vary by share class, as follows. You can change
your distribution instructions at any time by notifying us by phone (if going
tothe addres of record), or in writing.

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

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

Class T shares
You must receive all distributions in the same way, either in cash or by
reinvesting them in additional shares of the same fund.

<PAGE>

(page 31)

HOW YOUR DISTRIBUTIONS ARE TAXED
Each Northstar fund intends to meet the requirements for being a tax-qualified
regulated investment company, which means they generally do not pay federal
income tax on the earnings they distribute to shareholders.

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

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

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

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

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

Backup withholding tax

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

WHEN YOU SELL YOUR SHARES
When you sell or exchange shares you will realize a capital gain or loss,
depending on the difference between what your shares cost you and what you
receive for them. A capital gain or loss will be long-term or short-term,
depending on the length of time you held the shares. In your federal income tax
return you report a capital gain as income and a capital loss as a deduction.

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

<PAGE>

(page 32)

THE BUSINESS OF MUTUAL FUNDS

HOW THE FUNDS ARE ORGANIZED AND MANAGED
Each of the Northstar funds is a mutual fund. The Northstar Income and Growth
Fund, the Northstar High Total Return Fund and the Northstar Growth + Value Fund
are all series of the Northstar Trust (formerly the Northstar Advantage Trust),
which is registered as an investment company with the SEC. All of the other
funds are trusts registered separately with the SEC.

The trustees of each SEC-registered trust oversee the business affairs of the
funds and are responsible for major decisions about each fund's investment
objectives and policies. The funds do not hold regular shareholder meetings, but
may hold special meetings. A special meeting is called if investors holding at
least 10% of the outstanding shares of a fund request it. Certain objectives and
policies of the funds may only be changed by shareholder vote.

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

INVESTMENT ADVISER
Provides advice and recommendations about each fund's investments. The
investment adviser is paid out of each fund's management fee, which are listed
beginning on page 4.
Northstar Investment Management Corporation
Two Pickwick Plaza
Greenwich, CT 06830

ADMINISTRATOR
Provides administrative, compliance and accounting services to the funds. The
administrator receives an annual administrative services fee from each fund of
.10% of the fund's average daily net assets, plus $5 per account per year.
Northstar Administrators Corporation
Two Pickwick Plaza
Greenwich, CT 06830

DISTRIBUTOR
Markets the funds and distributes shares through brokers and other financial
representatives.
Northstar Distributors, Inc.
Two Pickwick Plaza
Greenwich, CT 06830

<PAGE>

CUSTODIANS Holds all the funds assets.

Custodian and fund accounting agent: Custodian:
State Street Bank and Trust Company Custodial Trust Company
225 Franklin Street 101 Carnegie Center
Boston, MA 02110 Princeton, NJ 08540-6231
o Growth Fund Fund accounting agent:
o Growth + Value Fund First Data Investor Services Group, Inc.
o Special Fund One Exchange Place
o Balance Sheet Opportunities Fund Boston, MA 02109
o Strategic Income Fund o Income and Growth Fund
o High Yield Fund o High Total Return Fund
o Government Securities Fund

TRANSFER AGENT
Handles shareholder record-keeping and statements, distribution of dividends
and processing of orders to buy and sell shares.
First Data Investor Services Group, Inc.
4400 Computer Drive
Westborough, MA 01581-5120

PORTFOLIO MANAGERS AND SUB-ADVISERS
You'll find profiles of all of our portfolio managers and sub-advisers to the
funds beginning on page 22.

<PAGE>

(page 33)

HOW DEALERS ARE COMPENSATED

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

THEY RECEIVE A COMMISSION WHEN YOU BUY SHARES
The amount of the commission depends on the amount you invest and the share
class you buy. Sales commissions are detailed in the chart below.
oClass A investments
(% of offering price)

Commission Amount
received by dealers paid by the
out of sales charges distributor
you pay
up to $99,999 4.00
$100,000 to $249,999 3.10
$250,000 to $499,999 2.30
$500,000 to $999,999 1.70
$1,000,000 to $2,499,999 0.00 1.00
$2,500,000 to $4,999,999 0.00 0.50
$5,000,000 and over 0.00 0.25

oClass B investments
Receives 4% of sale price from the distributor

oClass C investments
Receives 1% of sale price from the distributor

THEY ARE PAID A FEE BY THE DISTRIBUTOR FOR SERVICING YOUR ACCOUNT
They receive a service fee depending on the average net asset value of the class
of shares their clients hold in Northstar funds. These fees are paid from the
12-b1 fee deducted from each fund class. In addition to covering the cost of
commissions and service fees, the 12-b1 fee is used to pay for other expenses
such as sales literature, prospectus printing and distribution and compensation
to the distributor and its wholesalers. You'll find the 12-b1 fees listed in the
fund information beginning on page 4. Service and distribution fee percentages
appear on page 26.

THEY MAY RECEIVE ADDITIONAL BENEFITS AND REWARDS
Selling shares of Northstar funds may make dealers eligible for awards or to
participate in sales programs sponsored by Northstar. The costs of these
benefits and rewards are not deducted from the assets of the funds--they are
paid from the distributor's own resources. The distributor may also pay
additional compensation to dealers including Advest Inc. out of its own
resources for marketing and other services to shareholders. All payments it
receives for Class T shares are paid to Advest Inc.

<PAGE>

(page 34)

THE RISKS OF INVESTING IN MUTUAL FUNDS
Risk is the potential that your investment will lose money or not earn as much
as you hope. The Northstar funds have varying degrees of risk, depending on the
securities they invest in. There is no guarantee that a fund will achieve its
investment objective.

You'll find a discussion of the risk factors associated with each fund beginning
on page 4.
This section provides information about the risks associated with different
kinds of securities. It also lists additional investment practices that may
involve elements of risk.

EQUITIES
o Give the buyer ownership rights in the issuer. Common and preferred stocks,
convertible securities, stock purchase rights are types of equities.
o The market value of an equity security may go up or down rapidly depending
on market conditions. This affects the value of the shares of a fund, and the
value of your investment.
o Securities of smaller companies may be subject to more abrupt
or erratic market movements because they are traded in lower volume and are
subject to greater changes in earnings and growth prospects.

DEBT SECURITIES
o Obligations to repay borrowed money within a certain time with or without
interest. Zero-coupon securities, pay-in-kind securities, discount obligations,
mortgage-backed securities, convertible securities and high yield securities are
types of debt securities.
o Debt securities are affected by changes in interest rates. In general,
when interest rates go up, the value of a debt security decreases; when
interest rates go down, the value of a debt security increases.
o There is also the risk that the borrower won't be able to fulfill its
obligation, resulting in loss or a lower price than anticipated.

Lower-rated or junk bonds

The chart indicates which funds invest in high yield securities (junk bonds). In
addition to general risks listed above that are associated with debt securities,
junk bonds have special risks:
o They fluctuate more in value than higher rated securities
o They are more subject to the risk that the borrower won't fulfill its
obligation
o There may not be a market to sell them at a reasonable price, resulting
in loss or a lower price than anticipated
o The fund's ability to achieve its investment objective may be more
dependent on Northstar's credit analysis than is the case for higher
rated securities.

Quality rating Balance Sheet High Total High Yield Strategic
Opportunities Fund Return Fund Fund Income Fund
Investment grade o o o o
BB o o o o
B o o o o
CCC o o o o
CC o o o o
C o o o o
D o o o o
Non-rated o o o o
U.S. Governments,
equities & others o o o o
Total 100.0% 100.0% 100.0% 100.0%

<PAGE>

(page 35)

FOREIGN INVESTMENTS
o Securities issued by companies or
governments of foreign countries. May include equities and debt securities
including sovereign debt obligations (securities issued to refinance foreign
government bank loans and other debt--also known as Brady Bonds).
o Subject to all of the risks associated with equity and debt securities.
There are also other risks that can affect the value of a foreign investments:
- foreign markets may have less volume and be less liquid
- foreign securities may be less liquid and more volatile
- the value of the securities are affected by changes in currency
exchange rates and exchange control regulations
- the value of foreign securities may be affected by adverse political
and economic developments, seizure or nationalization of foreign
deposits, and government restrictions.

EMERGING MARKETS
o Investments in emerging markets have additional risks: developing countries
have economic structures that are less mature, they have less stable political
systems and may have rapidly changing interest rates.

OTHER, HIGHER RISK SECURITIES

ILLIQUID SECURITIES--FUNDS ARE LIMITED TO 15% OF NET ASSET VALUE
o Securities that can't be sold quickly at a reasonable price, or that can't
be sold on the open market. Includes restricted securities and private
placements.
o Used to realize higher profits.
o There may be fewer market players which can result in lower prices, and
sales can take longer to complete.
o Following guidelines established by the trustees of each fund, Northstar
may consider a security that can't be sold on the open market to be liquid if
it can be sold to institutional investors (Rule 144A) or on foreign markets.

DERIVATIVE SECURITIES
o Securities that derive their value from the performance of an underlying
asset. Usually take the form of a contract to buy or sell an asset or commodity
either now or in the future, but mortgage and other asset-backed securities are
also generally considered derivatives. Types of derivative securities include
options, futures contracts, options on futures and forward contracts.
o Used often to "hedge" or offset market fluctuations or changes in currency
exchange or interest rates. May also be used for speculative purposes to
increase returns.
o In addition to the risks associated with equities and debt
securities, there are several special risks associated with the use of
derivatives:
- changes in the value of the derivative may not match changes in the value
of its underlying asset
- hedging may not be successful, and may prevent the fund from making
other gains
- derivatives used for speculative purposes can result in gains or losses
that are substantially greater than the derivative's original cost.

<PAGE>

(page 36)

INVESTMENT PRACTICES

REPURCHASE AGREEMENTS -- FUNDS ARE LIMITED TO 15% OF THEIR NET ASSET VALUE

o Buying a security from a bank or dealer who must buy it back at a fixed
price on a specified day. Repurchase agreements that mature after more than
seven days are considered to be illiquid investments. Any one investment in
this type of repurchase agreement can only be 5% of the fund's net asset value.

o Used for temporary defensive purposes or to generate income from cash
balances.
o The bank or dealer may not be able to buy back the security.

SHORT-TERM TRADING -- NO LIMIT

o Selling a security soon after you buy it.
o Used when the fund needs to be more liquid, in response to changes in
interest rates and economic or other developments, or when a security has
reached its price or yield objective.
o May result in higher costs for brokerage commissions, dealer mark-ups and
other transactions costs, as well as taxable capital gains.

TEMPORARY INVESTMENTS--NO LIMIT
o Temporarily maintaining part or all of the fund's assets in cash or in U.S.
Government securities, commercial paper, banker's acceptances, repurchase
agreements and certificates of deposit.
o Used for temporary and defensive purposes in periods of unusual market
conditions.
o Provides lower returns.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS-- NO LIMIT
o A commitment to buy a security on a specific day in the future at a
specified price.
o Used to realize short-term profits.
o If made through a dealer, there is a risk that the dealer won't complete
the sale, and that the fund will lose out on a good yield or price.
o There is also a risk that the value of the security will change before the
transaction is settled, resulting in short-term losses instead of gains.

<PAGE>

(outside back cover)

WHERE TO GO FOR MORE INFORMATION

You'll find more information about the Northstar family of funds in our:

ANNUAL REPORT
The annual report contains information about fund performance, the financial
statements and the auditor's report.

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

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

(address and phone number here).

<PAGE>

New Account Application
- ---------------------------------------------------------------------------------------------------------------------------------
1 ACCOUNT REGISTRATION
---------------------------------------------------------------------------------------------------------------------------------
Type of Account (Choose One Only):
/ / INDIVIDUAL / / JOINT ACCOUNT / / FOR A MINOR / / TRUST, CORPORATION, PARTNERSHIP OR OTHER ENTITY
USE LINE A USE LINES A & B USE LINE C USE LINE D

Print name exactly as account is to be registered:

A._________________________________________________ ___-____-_____
NAME (FIRST, MIDDLE, LAST) SOCIAL SECURITY NUMBER

B._________________________________________________ ___-____-_____
NAME (FIRST, MIDDLE, LAST) SOCIAL SECURITY NUMBER

C._________________________________________________
CUSTODIAN'S NAME (FIRST, MIDDLE, LAST)

_________________________________________________ ____-____-_____
MINOR'S NAME (FIRST, MIDDLE, LAST) MINOR'S SOCIAL SECURITY NUMBER

_________________________________________________ ___-_________
TAX I.D. NUMBER

UNDER THE _____________ UNIFORM GIFTS/TRANSFERS TO MINORS ACT OR
NAME OF STATE
D._________________________________________________ ___-___-_____
NAME (IF A TRUST, INCLUDE DATE OF AGREEMENT) SOCIAL SECURITY NUMBER

---------------------------------------------------------------------------------------------------------------------------------
2 MAILING ADDRESS
---------------------------------------------------------------------------------------------------------------------------------

___________________________________________________
STREET

( )______________________________________________
DAYTIME PHONE NUMBER

___________________________________________________
CITY STATE ZIP

---------------------------------------------------------------------------------------------------------------------------------
3 PURCHASE OF SHARES
---------------------------------------------------------------------------------------------------------------------------------

MINIMUM INITIAL INVESTMENT $2,500 / / MAKE CHECK PAYABLE TO NORTHSTAR FUNDS. Check enclosed for $__________

/ / Shares purchased and paid for through my/our investment dealer.
Trade Date_______ Order#_______

Number of Shares: Class A_______ Class B_______ Class C_______

Please check the box beside the name of each Northstar Advantage Fund being purchased and enter the dollar amount of each
purchase. All distributions will be reinvested in additional shares unless instructed otherwise.

/ / GROWTH FUND $_______ / / GROWTH + VALUE FUND $_______ / / SPECIAL FUND $_______
Class A / / Class B / / Class C / / Class A / / Class B / / Class C / / Class A / / Class B / / Class C / /

DIVIDENDS / / Cash / / Other* DIVIDENDS / / Cash / / Other* DIVIDENDS / / Cash / / Other*
CAPITAL GAINS / / Cash / / Other* CAPITAL GAINS / / Cash / / Other* CAPITAL GAINS / / Cash / / Other*
______________________________________________________________________________________________________________________

/ / INCOME AND GROWTH FUND $_______ / / BALANCE SHEET OPPORTUNITIES FUND $_______ / / HIGH TOTAL RETURN FUND $_______
Class A / / Class B / / Class C / / Class A / / Class B / / Class C / / Class A / / Class B / / Class C / /

/ / HIGH YIELD FUND $_______ / / STRATEGIC INCOME FUND $_______ / / GOVERNMENT SECURITIES FUND $_______
Class A / / Class B / / Class C / / Class A / / Class B / / Class C / / Class A / / Class B / / Class C / /

/ / MONEY MARKET PORTFOLIO FUND $_______
(Money Market Account) Class A / / Class B / / Class C / /
DIVIDENDS / / Cash / / Other*
CAPITAL GAINS / / Cash / / Other*
______________________________________________________________________________________________________________________

*Please reinvest my dividends from ________________ to ________________
(Name of Fund) (Name of Fund)

---------------------------------------------------------------------------------------------------------------------------------
4 LETTER OF INTENT, RIGHT OF ACCUMULATION (CLASS A SHARES ONLY)
---------------------------------------------------------------------------------------------------------------------------------
LETTER OF INTENT
Although I/we have made no commitment to do so, I/we intend to invest the dollar amount indicated below within a 13-month
period in shares of one or more of the eligible Northstar Funds.

/ / $100,000 / / $250,000 / / $500,000 / / $1,000,000

RIGHTS OF ACCUMULATION
If this account qualified for a Reduced Sales Charge under the terms of the current Prospectus, please list account numbers:

/ / $100,000 / / $250,000 / / $500,000 / / $1,000,000

- -
---- -------- ---- ---------
---------------------------------------------------------------------------------------------------------------------------------
5 AGREEMENTS AND SIGNATURES
---------------------------------------------------------------------------------------------------------------------------------

I/We am/are of legal age and wish to establish an account in accordance with the terms and conditions of the current applicable
Prospectus, a copy of which has been received and read. I/We understand and agree that neither First Data nor the Northstar Funds
shall be held liable for any loss, liability, cost or expense for acting in accordance with this application, or any section
thereof. I/We acknowledge that the account(s) established by this application will be subject to the telephone exchange and
redemption privileges described in this current prospectus, unless indicated otherwise, with the understanding that the Fund,
Northstar and the Transfer Agent will not be able to verify the authenticity of any telephone or redemption order received from
persons other than registered representatives of Northstar Distributors, Inc. and that they will not be liable for following
telephone exchange or redemption instructions that prove to be fraudulent. Shareholders would bear the loss resulting from
instructions entered by an unauthorized third party.

---------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL (OR CUSTODIAN) DATE

---------------------------------------------------------------------------------------------------------------------------------
CO-OWNER (OR CORPORATE OFFICER, PARTNER OR TRUSTEE) DATE

---------------------------------------------------------------------------------------------------------------------------------
(IF APPLICABLE, TRUSTEE) DATE

Under penalties of perjury, I certify (1) that the number shown on this form is my correct taxpayer identification number and (2)
that I am not* subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue
Service has notified me that I am no longer subject to backup withholding.

*If you are subject to backup withholding, please check here [ ].

Signature(s) ____________________________________________ Date __________________________________________________________________

---------------------------------------------------------------------------------------------------------------------------------
6 FOR DEALER USE ONLY
---------------------------------------------------------------------------------------------------------------------------------
We guarantee the signature(s) and legal capacity of the applicant(s) referred to herein, and in the case of a withdrawal program
we affirm that, in our opinion, the designated withdrawal is reasonable in view of the circumstances involved.

---------------------------------------------------------------------------------------------------------------------------------
DEALER NAME (PLEASE PRINT CAREFULLY) DEALER NO.

---------------------------------------------------------------------------------------------------------------------------------
AUTHORIZED SIGNATURE (MUST BE PROVIDED FOR WITHDRAWAL PROGRAMS, TELEPHONE REDEMPTIONS AND TELEPHONE EXCHANGES)

---------------------------------------------------------------------------------------------------------------------------------
BRANCH NUMBER BRANCH ADDRESS

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

REP NAME (PLEASE PRINT CAREFULLY) FIRST AND LAST NAME PHONE NUMBER (IMPORTANT) REP NUMBER

( )
----------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------
Upon completion of the application, please
return with a check made payable to:
NORTHSTAR FUNDS,
c/o FIRST DATA, P.O. Box 5131, WESTBOROUGH, MA 01581-5131

SPECIAL ACCOUNT OPTION
---------------------------------------------------------------------------------------------------------------------------------
7 AUTOMATIC INVESTMENT PLAN
---------------------------------------------------------------------------------------------------------------------------------

Attach a VOIDED CHECK from your bank account and a check for an initial deposit to establish this plan (minimum $25). Please
complete the following information to invest automatically the dollar amount stated below on approximately the 15th / /, 30th
/ / or the 15th and 30th / /, of the month.

The applicant authorizes the Northstar Funds to draw monthly drafts on your bank account number _________ and use the proceeds
($25 minimum) therefrom to purchase shares of Northstar ___________ _____________
FUND NAME $ AMOUNT

Registered in the name(s) of __________________________________________

RESTRICTIONS

Each purchase of shares will be made at the current offering price
determined as of the close of business on the day on which such purchase is
made. Automatic investments may be discontinued by either Northstar Funds
or the purchaser upon 30 days written notice to the other.

The Northstar Funds reserves the right to cancel any transaction which was
executed in reliance on a draft authorized where the bank upon which the
draft was drawn refused to make payment thereon for any reason.

ATTACH VOID CHECK HERE
---------------------------------------------------------------------------------------------------------------------------------
8 WITHDRAW PROGRAM
---------------------------------------------------------------------------------------------------------------------------------

A Withdrawal Plan is available on Class A shares (non-certificated shares
only) provided the Fund being purchased has a value of $5,000 or more.

Withdrawals with respect to Class B and Class C shares are limited (see the
Prospectus) and are conditional upon dividends and capital gains being
automatically reinvested.

1. The amount of each payment shall be ($25 minimum)
--------- -------- --------- --------
FUND NAME $ AMOUNT FUND NAME $ AMOUNT

2. Payments are to be made / / Monthly / / Quarterly / / Semi-Annually / / Annually on the / / 1st or / / 15th of the month

Choose one of the following methods of distribution.

/ / ACH Please have my payments electronically transferred to my bank. I have attached the required voided check and I have
verified that my bank is a member of the Automated Clearing House (ACH).

/ / MAIL Please have my payments mailed. I understand that the payments will be made payable to me and mailed to my account
mailing address unless a special designation is referenced below:

---------------------------------------------------------------------------------------------------------------------------------
NAME (PLEASE PRINT CAREFULLY.)

---------------------------------------------------------------------------------------------------------------------------------
STREET

---------------------------------------------------------------------------------------------------------------------------------
CITY STATE ZIP CODE YOUR BANK ACCOUNT NUMBER

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

ATTACH VOID CHECK HERE
---------------------------------------------------------------------------------------------------------------------------------
9 TELEPHONE EXCHANGE REDEMPTION AND EXPEDITED TELEPHONE REDEMPTION
---------------------------------------------------------------------------------------------------------------------------------

Signature guarantees are required if: 1. Redemption is over $50,000.
2. Proceeds are to be sent to address other than record.

ALL SHAREHOLDERS AND THEIR DEALER REPRESENTATIVES WILL AUTOMATICALLY RECEIVE TELEPHONE EXCHANGE AND REDEMPTION PRIVILEGES,
(NON-CERTIFICATED SHARES ONLY) UNLESS AN ELECTION NOT TO RECEIVE THESE PRIVILEGES IS EXERCISED BELOW.

/ / DO NOT CODE MY / / DO NOT CODE MY
ACCOUNT FOR TELEPHONE ACCOUNT FOR TELEPHONE
EXCHANGE PRIVILEGE. REDEMPTION PRIVILEGE.

/ / PLEASE WIRE REDEMPTION PROCEEDS TO MY BANK. (I UNDERSTAND THE MINIMUM FOR WIRES IS $1,000.) MY VOIDED CHECK IS ATTACHED.

</TABLE>

<PAGE>

[LOGO OF NORTHSTAR]

STATEMENT OF ADDITIONAL INFORMATION

MARCH 1, 1997

NORTHSTAR GROWTH FUND
NORTHSTAR GROWTH + VALUE FUND
NORTHSTAR SPECIAL FUND
NORTHSTAR INCOME AND GROWTH FUND
NORTHSTAR BALANCE SHEET OPPORTUNITIES FUND
NORTHSTAR HIGH TOTAL RETURN FUND
NORTHSTAR HIGH YIELD FUND
NORTHSTAR STRATEGIC INCOME FUND
NORTHSTAR GOVERNMENT SECURITIES FUND

TWO PICKWICK PLAZA
GREENWICH, CONNECTICUT 06830

(203) 863-6200
(800) 595-7827

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of the
Funds dated March 1, 1997, as each may be revised from time to time. To
obtain a copy of the Funds' Prospectus, please contact Northstar Investment
Management Corporation at the address or phone number listed above.

Northstar Investment Management Corporation ("Northstar" or the "Adviser")
serves as the Fund's investment adviser. Northstar has engaged Navellier Fund
Management, Inc. (the "Subadviser") to serve as subadviser to the Northstar
Growth + Value Fund and Northstar Special Fund, subject to the supervision of
Northstar. Wilson/Bennett Capital Management, Inc. serves as subadviser to
Northstar Income and Growth Fund. Northstar Distributors, Inc. (the
"Underwriter") is the underwriter to the Funds. Northstar Administrators
Corporation (the "Administrator") is the Funds' administrator. The Underwriter
and the Administrator are affiliates of Northstar.

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
INVESTMENT RESTRICTIONS...................................................................................... 2

INVESTMENT TECHNIQUES........................................................................................ 5

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION.............................................................. 11

SERVICES OF NORTHSTAR, THE SUBADVISERS AND THE ADMINISTRATOR................................................. 13

NET ASSET VALUE.............................................................................................. 15

PURCHASES AND REDEMPTIONS.................................................................................... 16

DIVIDENDS, DISTRIBUTIONS AND TAXES........................................................................... 17

UNDERWRITER AND DISTRIBUTION SERVICES........................................................................ 20

TRUSTEES AND OFFICERS........................................................................................ 24

OTHER INFORMATION............................................................................................ 27

PERFORMANCE INFORMATION...................................................................................... 28

FINANCIAL STATEMENTS......................................................................................... 32
</TABLE>

<PAGE>
INVESTMENT RESTRICTIONS

NORTHSTAR GROWTH + VALUE FUND. The Fund has adopted investment restrictions
numbered 1 through 11 as fundamental policies. These restrictions cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended) of such Fund's outstanding voting
shares. Investment restrictions numbered 12 through 15 are not fundamental
policies and may be changed by vote of a majority of the Trust's Board members
at any time. The Fund may not:

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

2. Underwrite the securities of others;

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

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

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

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

7. Sell short, except that these Funds may enter into short sales against
the box;

8. Invest more than 25% of its assets in any one industry or related group
of industries;

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

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

11. Borrow money except to the extent permitted under the 1940 Act;

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

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

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

15. Borrow any amount in excess of 10% of their respective assets, other
than for temporary emergency or administrative purposes. In addition, assets,
the Fund will not make additional investments when its borrowings exceed 5% of
total assets.

NORTHSTAR INCOME AND GROWTH FUND AND NORTHSTAR HIGH TOTAL RETURN FUND. The Funds
have adopted investment restrictions numbered 1 through 11 as fundamental
policies. These restrictions cannot be changed without approval by the holders
of a majority (as defined in the Investment Company Act of 1940, as amended) of
such Fund's outstanding voting shares. Investment restrictions numbered 12
through 17 are not fundamental policies and may be changed by vote of a majority
of the Trust's Board members at any time. The Funds may not:

2. Underwrite the securities of others;

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

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

6. Participate in any joint trading accounts;

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

8. Sell short, except that these Funds may enter into short sales against
the box;

9. Invest more than 25% of its assets in any one industry or related group
of industries;

10. Purchase a security (other than U.S. Government obligations) if, as a
result, more than 5% of the value of total assets of the Fund would be invested
in securities of a single issuer;

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

12. Invest in a security if, as a result of such investment, more than 5%
of its total assets (taken at market value at the time of such investment) would
be invested in securities of issuers (other than issuers of federal agency
obligations) having a record, together with predecessors or unconditional
guarantors, of less than three years of continuous operation;

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

14. Purchase or retain securities of any issuer if 5% of the securities of
such issuer are owned by those officers and directors or trustees of the Fund or
of Northstar who each own beneficially more than 1/2 of 1% of its securities;

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

16. Invest more than 15% of its net assets (determined at the time of
investment) in illiquid securities, including securities subject to legal or
contractual restrictions on resale (which may include private placements and
those 144A securities for which the Trustees, pursuant to procedures adopted by
the Fund, have not determined there is a liquid secondary market), repurchase
agreements maturing in more than seven days, options traded over the counter
that a Fund has purchased, securities being used to cover options a Fund has
written, securities for which market quotations are not readily available, or
other securities that, legally or in the Adviser's or Trustees' opinion, may be
deemed illiquid; or

17. Invest in interests in oil, gas or other mineral exploration
development programs (including oil, gas or other mineral leases).

As a fundamental policy, these Funds may borrow money from banks to the
extent permitted under the 1940 Act. As an operating (non-fundamental) policy,
these Funds do not intend to borrow any amount in excess of 10% of their
respective assets, and would do so only for temporary emergency or
administrative purposes. In addition, to avoid the potential leveraging of
assets, neither of these Funds will make additional investments when its
borrowings, including those investment techniques which are regarded as a form
of borrowing, are in excess of 5% of total assets. If either of these Funds
should determine to expand its ability to borrow beyond the current operating
policy, the Fund's Prospectus would be amended and shareholders would be
notified.

NORTHSTAR SPECIAL, GROWTH, BALANCE SHEET OPPORTUNITIES, GOVERNMENT SECURITIES,
STRATEGIC INCOME AND HIGH YIELD FUNDS. The Funds have adopted investment
restrictions numbered 1 through 12 as fundamental policies. These restrictions
cannot be changed without approval by the holders of a majority (as defined in
the Investment Company Act of 1940, as amended) of such Fund's outstanding
voting shares. Investment restrictions numbered 13 through 21 are not
fundamental policies and may be changed by vote of a majority of the Trust's
Board members at any time. Each Fund may not:

1. Borrow money, except from a bank and as a temporary measure for
extraordinary or emergency purposes, provided the Fund maintains asset coverage
of 300% for all borrowings;

<PAGE>
2. Purchase securities of any one issuer (except Government securities) if,
as a result, more than 5% of the Fund's total assets would be invested in that
issuer, or the Fund would own or hold more than 10% of the outstanding voting
securities of the issuer; PROVIDED, HOWEVER, that up to 25% of the Fund's total
assets may be invested without regard to these limitations;

3. Underwrite the securities of other issuers, except to the extent that in
connection with the disposition of portfolio securities, the Fund may be deemed
to be an underwriter;

4. Concentrate its assets in the securities of issuers all of which conduct
their principal business activities in the same industry (this restriction does
not apply to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities);

5. Make any investment in real estate, commodities or commodities
contracts, except that these Funds may: (a) purchase or sell readily marketable
securities that are secured by interest in real estate or issued by companies
that deal in real estate, including real estate investment and mortgage
investment trusts; and (b) engage in financial futures contracts and related
options, as described herein and in the Fund's Prospectus;

6. Make loans, except that these Funds may: (a) invest in repurchase
agreements, and (b) loan its portfolio securities in amounts up to one-third of
the market or other fair value of its total assets;

7. Issue senior securities, except as appropriate to evidence indebtedness
that it is permitted to incur, provided that the deposit or payment by the Fund
of initial or maintenance margin in connection with futures contracts and
related options is not considered the issuance of senior securities;

8. Borrow money in excess of 5% of its total assets (taken at market
value);

9. Pledge, mortgage or hypothecate in excess of 5% of its total assets (the
deposit or payment by a Fund of initial or maintenance margin in connection with
futures contracts and related options is not considered a pledge or
hypothecation of assets);

10. Purchase more than 10% of the voting securities of any one issuer,
except U.S. Government Securities;

11. Invest more than 15% of its net assets in illiquid securities,
including repurchase agreements maturing in more than 7 days, that cannot be
disposed of within the normal course of business at approximately the amount at
which the Fund has valued the securities, excluding restricted securities that
have been determined by the Trustees of the Fund (or the persons designated by
them to make such determinations) to be readily marketable;

12. Purchase securities of any issuer with a record of less than 3 years of
continuous operations, including predecessors, except U.S. Government Securities
and obligations issued or guaranteed by any foreign government or its agencies
or instrumentalities, if such purchase would cause the investments of a Fund in
all such issuers to exceed 5% of the total assets of the Fund taken at market
value;

13. Purchase securities on margin, except these Funds may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities (the deposit or payment by a Fund of initial or maintenance margin
in connection with futures contracts or related options is not considered the
purchase of a security on margin);

14. Write put and call options, unless the options are covered and the Fund
invests through premium payments no more than 5% of its total assets in options
transactions, other than options on futures contracts;

15. Purchase and sell futures contracts and options on futures contracts,
unless the sum of margin deposits on all futures contracts held by the Fund, and
premiums paid on related options held by the Fund, does not exceed more than 5%
of the Fund's total assets, unless the transaction meets certain "bona fide
hedging" criteria (in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in computing the 5%);

16. Invest in securities of any issuer if any officer or trustee of the
Fund or any officer or director of Northstar owns more than 1/2 of 1% of the
outstanding securities of the issuer, and such officers, directors and trustees
own in the aggregate more than 5% of the securities of such issuer;

17. Invest in interests in oil, gas or other mineral exploration or
development programs (although it may invest in issuers that own or invest in
such interests);

18. Purchase securities of any investment company, except by purchase in
the open market where no commission or profit to a sponsor or dealer results
from such purchase, or except when such purchase, though not made in the open
market, is part of a plan of merger, consolidation, reorganization or
acquisition of assets;

<PAGE>
19. Purchase more than 3% of the outstanding voting securities of another
investment company, invest more than 5% of its total assets in another
investment company, or invest more than 10% of its total assets in other
investment companies;

20. Purchase warrants if, as a result, warrants taken at the lower of cost
or market value would represent more than 5% of the value of the Fund's net
assets or if warrants that are not listed on the New York or American Stock
Exchanges or on an exchange with comparable listing requirements, taken at the
lower of cost or market value, would represent more than 2% of the value of the
Fund's net assets (for this purpose, warrants attached to securities will be
deemed to have no value); or

21. Make short sales, unless, by virtue of its ownership of other
securities, the Fund has the right to obtain securities equivalent in kind and
amount to the securities sold and, if the right is conditional, the sale is made
upon the same conditions, except in connection with arbitrage transactions. The
Strategic Income Fund, additionally, may not invest in interests of real estate
limited partnerships.

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

INVESTMENT TECHNIQUES

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

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

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

FUTURES TRANSACTIONS -- IN GENERAL. The Fund may enter into futures
contracts in U.S. domestic markets, such as the Chicago Board of Trade and the
International Monetary Market of the Chicago Mercantile Exchange, or on
exchanges located outside the United States, such as the London International
Financial Futures Exchange and the Sydney Futures Exchange Limited. Foreign
markets may offer advantages such as trading opportunities or arbitrage
possibilities not available in the United States. Foreign markets, however, may
have greater risk potential than domestic markets. For example, some foreign
exchanges are principal markets so that no common clearing facility exists and
an investor may look only to the broker for performance of the contract. In
addition, any profits that the Fund might realize in trading could be eliminated
by adverse changes in the exchange rate, or the Fund could incur losses as a
result of those changes. Transactions on foreign exchanges may include both
commodities which are traded on domestic exchanges and those which are not.
Unlike trading on domestic commodity exchanges, trading on foreign commodity
exchanges is not regulated by the Commodity Futures Trading Commission.

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

<PAGE>
little or no trading, thereby preventing prompt liquidation of futures positions
and potentially subjecting the Fund to substantial losses.

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

Pursuant to regulations and/or published positions of the Securities and
Exchange Commission, the Fund may be required to segregate cash or high quality
money market instruments in connection with its commodities transactions in an
amount generally equal to the value of the underlying commodity. The segregation
of such assets will have the effect of limiting the Fund's ability otherwise to
invest those assets.

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

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

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

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

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

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

SPECIFIC OPTIONS TRANSACTIONS. The Fund may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of specific
securities) or stock indices listed on national securities exchanges or traded
in the over-the-counter market. An option on a stock index is similar to an
option in respect of specific securities, except that settlement does not occur
by delivery of the securities comprising the index. Instead, the option holder
receives an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in the
case of a put, the

<PAGE>
exercise price of the option. Thus, the effectiveness of purchasing or writing
stock index options will depend upon price movements in the level of the index
rather than the price of a particular stock.

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

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

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

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

PRIVATELY ISSUED COLLATERALIZED MORTGAGE-BACKED OBLIGATIONS, INTEREST
OBLIGATIONS AND PRINCIPAL OBLIGATIONS. Each of High Total Return Fund and Income
and Growth Fund may invest up to 5% of its net assets in Privately Issued
Collateralized Mortgage-Backed Obligations ("CMOs"), Interest Obligations
("IOs") and Principal Obligations ("POs") when Northstar believes that such
investments are consistent with the Fund's investment objective. Collateralized
mortgage obligations or "CMOs" are debt obligations collateralized by mortgage
loans or mortgage pass-through securities. Typically, privately issued CMOs are
collateralized by Ginnie Mae, Fannie Mae or Freddie Mac Certificates, but also
may be collateralized by whole loans or private pass-throughs (such collateral
collectively hereinafter referred to as "Mortgage Assets"). Privately issued
CMOs are per se illiquid. Multi-class pass-through securities are equity
interest in a trust composed of Mortgage Assets. Unless the context indicates
otherwise, all references herein to CMOs include multi-class pass-thorough
securities. Payments of principal of and interest on the Mortgage Assets, and
any reinvestment income thereon, are the source of funds used to pay debt
service on the CMOs or make scheduled distribution on the multi-class
pass-through securities.

On a CMO, a series of bonds or certificates is issued in multiple classes.
Each class of CMOs, often referred to as a "tranche", is issued at a specific
fixed or floating coupon rate and has a stated maturity or final distribution
date. Principal prepayments on the Mortgage Assets may cause the CMOs to be
retired substantially earlier than their stated maturities or final distribution
dates. The principal of and interest on the Mortgage Assets may be allocated
among the several classes of a series of a CMO in innumerable ways. The Funds
may also invest in, among others, parallel pay CMOs and Planned Amortization
Class CMOs ("PAC Bonds"). Parallel pay CMOs are structured to provide payments
of principal on each payment date to more than one class. These simultaneous
payments are taken into account in calculating the stated maturity date or final
distribution date of each class, which, as with other CMO structures, must be
retired by its stated maturity date or final distribution date but may be
retired earlier. PAC Bonds generally call for payments of a specified amount of
principal on each payment date.

Stripped mortgage-backed securities ("SMBS") are derivative multi-class
mortgage securities. SMBS may be issued by agencies or instrumentalities of the
U.S. government, or by private originators of, or investors in, mortgage loans,
including savings and loan associations, mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing.

SMBS are structured with two or more classes of securities that receive
different proportions of the interest and principal distributions on a pool of
Mortgage Assets. A common type of SMBS will have at least one class receiving
only a small portion of the interest and a larger portion of the principal from
the Mortgage Assets, while the other classes will receive primarily interest and
only a small portion of the principal. In the most extreme case, one class will
receive all of the interest (the interest-only or "IO" class), while the other
class will receive all of the principal (the principal-only or "PO" class). The
yield to maturity on an IO class is extremely sensitive to the rate of principal
payments (including prepayments) on the related underlying Mortgage Assets,

<PAGE>
and a rapid rate of principal payments may have a material adverse effect on
such security's yield to maturity. If the underlying Mortgage Assets experience
greater than anticipated prepayments of principal, a Fund may fail to recoup
fully its initial investment in these securities. The determination of whether a
particular government-issued IO or PO backed by fixed-rate mortgage is liquid is
made by Northstar under guidelines and standards established by the Board of
Trustees. Such a security may be deemed liquid if it can be disposed of promptly
in the ordinary course of business at a value reasonably close to that used in
the calculation of net asset value per share.

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

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

Pursuant to an Exemptive Order under Section 17(d) and Rule 17d-1 obtained
by the Funds, excluding the Strategic Income Fund and the Northstar Trust, on
March 5, 1991, such Funds may deposit uninvested cash balances into a single
joint account to be used to enter into repurchase agreements.

As an alternative to using repurchase agreements, a Fund may, from time to
time, invest up to 5% of its assets in money market investment companies
sponsored by a third party for short-term liquidity purposes. Such investments
are subject to the non-fundamental investment limitations described herein.

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

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

LENDING PORTFOLIO SECURITIES. A Fund may lend portfolio securities to
broker-dealers and other financial institutions in an amount up to one-third of
the value of its total assets, provided that such loans are callable at any time
by the Fund and are at all

<PAGE>
times secured by collateral held by the Fund at least equal to the market value,
determined daily, of the loaned securities. A Fund will continue to receive any
income on the loaned securities, while simultaneously earning interest on cash
collateral (which will be invested in short-term debt obligations) or a
securities lending fee (in the case of collateral in the form of U.S. Government
Securities).

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

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

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

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

FLOATING OR VARIABLE RATE INSTRUMENTS. The Funds may purchase floating or
variable rate bonds, which normally provide that the holder can demand payment
of the obligation on short notice at par with accrued interest. Such bonds are
frequently secured by letters of credit or other credit support arrangements
provided by banks. Floating or variable rate instruments provide for adjustments
in the interest rate at specified intervals (weekly, monthly, semiannually,
etc.). A Fund would anticipate using these bonds as cash equivalents, pending
longer term investment of its funds. Other longer term fixed-rate bonds, with a
right of the holder to request redemption at certain times (often annually,
after the lapse of an intermediate term), may also be purchased by a Fund. These
bonds are more defensive than conventional long-term bonds (protecting to some
degree against a rise in interest rates), while providing greater opportunity
than comparable intermediate term bonds since the Fund may retain the bond if
interest rates decline. By acquiring these kinds of bonds, a Fund obtains the
contractual right to require the issuer of the security, or some other person
(other than a broker or dealer), to purchase the security at an agreed upon
price, which right is contained in the obligation itself rather than in a
separate agreement with the seller or some other person.

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

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

ADDITIONAL INFORMATION ON GNMAS. The Funds may invest in U.S. Government
Securities, which are obligations of, or guaranteed by, the U.S. Government, its
agencies or instrumentalities. A substantial portion of the assets of the
Government Securities Fund have, at various times, been invested in obligations
of the Government National Mortgage Association (popularly called GNMAs or
Ginnie Maes). All of the other Funds may also invest in GNMAs from time to time.

GNMAs are mortgage backed securities representing part ownership of a pool
of mortgage loans, in which the timely payment of principal and interest is
guaranteed by the full faith and credit of the U.S. Government. GNMA may borrow
U.S. Treasury funds to the extent needed to make payments under the guarantee.
The Funds purchase "modified pass-through" type GNMA Certificates for which
principal and interest are guaranteed, rather than the "straight pass through"
Certificates for which such guarantee is not available. The Funds also purchase
"variable rate" GNMA Certificates and may purchase other types that may be used
with GNMA's guarantee.

When mortgages in the pool underlying a GNMA Certificate are prepaid by
mortgagors or when foreclosure occurs, such principal payments are passed
through to the Certificate holders (such as a Fund). Accordingly, the life of
the GNMA Certificate is likely to be substantially shorter than the stated
maturity of the mortgages in the underlying pool, which will have maturities of
up to 30 years. Because of such variation in prepayment rights, it is not
possible to accurately predict the life of a particular GNMA Certificate.

Payments to holders of GNMA Certificates consist of the monthly
distributions of interest and principal, less the GNMA and issuer's fees. The
portion of the monthly payment that represents a return of principal may be
reinvested by a Fund holding the GNMA in then-available GNMA obligations, which
may bear interest at a rate higher or lower than the obligation from which the
payment was received, or in a differing security. The actual yield to be earned
by the holder of a GNMA Certificate is calculated by dividing such payments by
the purchase price paid for the GNMA Certificate (which may be at a premium or a
discount from the face value of the Certificate). Unpredictable prepayments of
principal, however, can greatly change realized yields. In a period of declining
interest rates it is more likely that mortgages contained in GNMA pools will be
prepaid, thus reducing the effective yield. Moreover, any premium paid on the
purchase of a GNMA Certificate will be lost if the obligation is prepaid. In
periods of falling interest rates, this potential for prepayment may reduce the
general upward price increase of GNMA Certificates that might otherwise occur.
As with other debt instruments, the price of GNMA Certificates is likely to
decrease in times of rising interest rates. Price changes of the GNMA
Certificates held by a Fund have a direct impact on the net asset value per
share of the Fund.

When interest rates rise, the value of a GNMA Certificate will generally
decline. Conversely, when rates fall, the GNMA Certificate value may rise,
although not as much as other debt issues, due to the prepayment feature. As a
result, the price per share the shareholder receives on redemption may be more
or less than the price paid for the shares. The dividends per share paid by the
Government Securities Fund may also vary.

ADDITIONAL INFORMATION ON FOREIGN SECURITIES. Each Fund, except Government
Securities Fund, may invest in securities of foreign issuers. Each of these
Funds other than Strategic Income, High Yield, and High Total Return may invest
up to 20% of its net assets in foreign securities, of which 10% of its net
assets may be invested in foreign securities that are not listed on a U.S.
securities exchange. Strategic Income may invest up to 60% of its assets in
securities of foreign issuers, High Total Return may invest up to 50% and High
Yield up to 35% of its total assets. Eurodollar certificates of deposit are
excluded for purposes of this limitation for Strategic Income.

ADDITIONAL INFORMATION ON HIGH YIELD SECURITIES. Balance Sheet
Opportunities Fund, Strategic Income Fund, High Yield Fund and High Total Return
Fund each may invest in lower-rated fixed income securities to the extent
described in the Prospectus. The lower ratings of certain securities held by
these Funds reflect a greater possibility that adverse changes in the financial
condition of the issuer or economic conditions in general, or both, or an
unanticipated rise in interest rates, may impair the ability of the issuer to
make payments of interest and principal. The inability (or perceived inability)
of issuers to make timely payment of interest and principal would likely make
the values of securities held by these Funds more volatile and could limit a
Fund's ability to sell its securities at prices approximating the values the
Fund had placed on such securities. In the absence of a liquid trading market
for the securities held by it, a Fund may be unable at times to establish the
fair value of such securities. The rating assigned to a security by Moody's
Investors Service, Inc. or S & P (or by any other nationally recognized
securities rating organization) does not reflect an assessment of the volatility
of the security's market value or the liquidity of an investment in the
security. See the Appendix to the Prospectus for a description of security
ratings.

<PAGE>
Like those of other fixed income securities, the values of lower-rated
securities fluctuate in response to changes in interest rates. Thus, a decrease
in interest rates will generally result in an increase in the value of a Fund's
assets. Conversely, during periods of rising interest rates, the value of a
Fund's assets will generally decline. In addition, the values of such securities
are also affected by changes in general economic conditions and business
conditions affecting the specific industries of their issuers. Changes by
recognized rating services in their ratings of any fixed income security and in
the ability of an issuer to make payments of interest and principal may also
affect the value of these investments. Changes in the value of portfolio
securities generally will not affect cash income derived from such securities,
but will effect a Fund's net asset value. A Fund will not necessarily dispose of
a security when its rating is reduced below its rating at the time of purchase,
although Northstar will monitor the investment to determine whether its
retention will assist in meeting a Fund's investment objective.

Certain securities held by a Fund may permit the issuer at its option to
call, or redeem, its securities. If an issuer were to redeem securities held by
a Fund during a time of declining interest rates, the Fund may not be able to
reinvest the proceeds in securities providing the same investment return as the
securities redeemed.

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

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

Northstar, and Subadviser in the case of Special Fund and Growth + Value
Fund, places orders for the purchase and sale of the Funds' securities,
supervises their execution and negotiates brokerage commissions on behalf of
each Fund. For purposes of the remainder of this section, "Portfolio
Transactions and Brokerage Allocation," discussion of Northstar includes the
Subadviser, but only with respect to Special Fund and Growth + Value Fund. It is
the practice of Northstar to seek the best prices and best execution of orders
and to negotiate brokerage commissions that in the Adviser's opinion, are
reasonable in relation to the value of the brokerage services provided by the
executing broker. Brokers who have executed orders for the Funds are asked to
quote a fair commission for their services. If the execution is satisfactory and
if the requested rate approximates rates currently being quoted by the other
brokers selected by Northstar, the rate is deemed by Northstar to be reasonable.
Brokers may ask for higher rates of commission if all or a portion of the
securities involved in the transaction are positioned by the broker, if the
broker believes it has brought a Fund an unusually favorable trading
opportunity, or if the broker regards its research services as being of
exceptional value and payment of such commissions is authorized by Northstar
after the transaction has been consummated. If Northstar more than occasionally
differs with the broker's appraisal of opportunity or value, the broker would
not be selected to execute trades in the future. Northstar believes that each
Fund benefits with a securities industry comprised of many and diverse firms and
that the longterm interest of shareholders of the Funds is best served by its
brokerage policies that include paying a fair commission, rather than seeking to
exploit its leverage to force the lowest possible commission rate.
Over-the-counter purchases and sales are transacted directly with principal
market-makers, except in those circumstances where, in the opinion of Northstar,
better prices and execution are available elsewhere.

In general terms, the nature of research services provided by brokers
encompasses statistical and background information, and forecasts and
interpretations with respect to U.S. and foreign economies, U.S. and foreign
money markets, fixed income

<PAGE>

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

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

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

Each Fund may, under circumstances in which two or more dealers are in a
position to offer comparable results, give preference to a dealer that has
provided statistical or other research services to the Funds. By allocating
transactions in this manner, Northstar is able to supplement its research and
analysis with the views and information of other securities firms. During the
fiscal years ended October 31, 1996 and December 31, 1996, respectively, each of
the Funds listed below paid the total brokerage commissions indicated below,
including, in the case of the Special, Growth, Balance Sheet Opportunities,
Government Securities, Strategic Income, and High Yield Funds, commissions to
Advest, Inc. ("Advest"), an affiliate of the Funds' former investment adviser.

BROKERAGE COMMISSIONS PAID DURING MOST RECENT FISCAL YEARS
<TABLE>
<CAPTION>
OCTOBER 31,
1996 1995
<S> <C> <C>
Income and Growth Fund................................................................... $507,638 $249,474
High Total Return Fund................................................................... $ 11,433 $ 0

DECEMBER 31,
1996 1995

Special Fund............................................................................. $ -- $ 87,375
Growth Fund.............................................................................. $ -- $241,864
Balance Sheet Opportunities Fund......................................................... $ -- $ 88,151
Government Securities Fund............................................................... $ -- $ 0
Strategic Income Fund.................................................................... $ -- $ 552
High Yield Fund.......................................................................... $ -- $ 12,763

</TABLE>

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

<PAGE>

turnover rate would increase commission expenses and may involve realization of
gains that would be taxable to shareholders. The ability of a Fund to make
purchases and sales of securities and to engage in options and futures
transactions will be limited by certain requirements of the Code, including a
requirement that less than 30% of the Fund's annual gross income be derived from
gains on the sale of securities and certain other assets held for less than
three months.

SERVICES OF NORTHSTAR, THE SUBADVISERS AND THE ADMINISTRATOR

Pursuant to an Investment Advisory Agreement with each Fund, Northstar
Investment Management Corporation acts as the investment adviser to each Fund.
In this capacity, Northstar, subject to the authority of the Trustees of the
Funds, and subject to delegation of certain responsibilities to Navellier Fund
Management, Inc. as the subadviser for the Special Fund and the Growth + Value
Fund and Wilson/Bennett Capital Management, Inc. as the subadviser for the
Income and Growth Fund, is responsible for furnishing continuous investment
supervision to the Funds and is responsible for the management of each Fund's
portfolio.

Northstar is an indirect, majority-owned subsidiary of ReliaStar Financial
Corp. ("ReliaStar"). Combined minority interests in Northstar held by members of
senior management of ReliaStar currently equal 20%. ReliaStar is a publicly
traded holding company whose subsidiaries specialize in the life insurance
business. Through ReliaStar Life Insurance Company ("ReliaStar Life") and other
subsidiaries, ReliaStar issues and distributes individual life insurance and
annuities, group life and health insurance and life and health reinsurance, and
provides related investment management services. The address of Northstar is Two
Pickwick Plaza, Greenwich, Connecticut 06830. The address of ReliaStar is 20
Washington Avenue South, Minneapolis, Minnesota 55401.

Northstar charges a fee under each advisory agreement to Government
Securities Fund, High Yield Fund, Balance Sheet Opportunities Fund, Strategic
Income Fund, Growth Fund, Special Fund and Growth + Value Fund at an annual
rate, after voluntary waivers or expense reimbursements, of 0.45%, 0.45%, 0.65%,
0.65%, 0.75%, 0.75% and 1.00% of such Fund's average daily net assets,
respectively. This fee is accrued daily and payable monthly.

Northstar charges a fee to the Income and Growth Fund and High Total Return
Fund at the annual rate of 0.75% on the first $250,000,000 of aggregate average
daily net assets of each Fund, 0.70% on the next $250,000,000 of such assets,
0.65% on the next $250,000,000 of such assets; 0.60% on the next $250,000,000 of
such assets, and 0.55% on the remaining aggregate daily net assets of each Fund
in excess of $1 billion.

Northstar has agreed that if, in any fiscal year, the aggregate expenses of
a Fund, exclusive of taxes, distribution fees, brokerage, interest and (with the
prior consent of any necessary state securities commissions) extraordinary
expenses, but including the management fee, exceed the most restrictive expense
limitations applicable to the Fund under state securities laws or published
regulations thereunder, Northstar will refund on a proportionate basis to the
Fund whose expenses exceeded such limitation the excess over such amount up to
the total fee received by Northstar. Currently, the most restrictive of such
limitations would require Northstar to reimburse such a Fund to the extent that
in any fiscal year such aggregate expenses exceed 2.5% of the first $30,000,000
of the average net assets, 2.0% of the next $70,000,000 of the average net
assets and 1.5% of any amount of the average net assets in excess of
$100,000,000.

The Investment Advisory Agreement for the Income and Growth Fund and High
Total Return Fund was originally approved by the Trustees of the Northstar Trust
on October 23, 1993, and by the sole Shareholder of the Northstar Income and
Growth Fund, and High Total Return Fund on November 8, 1993. The Investment
Advisory Agreement continued in effect for a period of two years and was renewed
by the Trustees for one year on October 31, 1995. It will continue in effect
from year to year if specifically approved annually by (a) the Trustees, acting
separately on behalf of each Fund, including a majority of the Disinterested
Trustees, or (b) a majority of the outstanding voting securities of each class
of each Fund as defined in the 1940 Act.

The Investment Advisory Agreement for the Growth + Value Fund was approved
by the Trustees on July 31, 1996. The Investment Advisory Agreement will
continue in effect for a period of two years and annually thereafter if
specifically approved annually by (a) the Trustees, acting separately on behalf
of the Fund, including a majority of the Disinterested Trustees, or (b) a
majority of the outstanding voting securities of each class of the Fund as
defined in the 1940 Act.

Each Investment Advisory Agreement for the remaining Funds was approved by
the Trustees of the affected Fund on March 1, 1995 and by the shareholders of
such Fund on June 2, 1995. Each such Investment Advisory Agreement will continue
in effect until June 2, 1997, and thereafter, will continue in effect from year
to year if specifically approved annually by (a) the Trustees, acting separately
on behalf of the particular Fund, including a majority of the Disinterested
Trustees, or (b) a majority of the outstanding voting securities of each class
of such Fund as defined in the 1940 Act.

A Fund's Investment Advisory Agreement may be terminated as to any class,
without penalty and at any time, by a similar vote upon not more than 60 days'
nor less than 30 days' written notice by Northstar, the Trustees, or a majority
of the outstanding

<PAGE>

voting securities of such class of such Fund as defined in the 1940 Act.
Such agreement will automatically terminate in the event of its assignment,
as defined in Section 2(a)(4) of the 1940 Act.

Pursuant to separate Subadvisory Agreements between Northstar and Navellier
Fund Management, Inc., dated February 1, 1996, and July 31, 1996, Navellier acts
as subadviser to Special Fund and Growth + Value Fund, respectively. In this
capacity, Navellier Fund Management, Inc., subject to the supervision and
control of Northstar and the Trustees of such Funds, will manage the Funds'
portfolio investments, consistently with their investment objective, and will
execute any of the Funds' investment policies that it deems appropriate to
utilize from time to time. Fees payable under the Subadvisory Agreement will
accrue daily and be paid monthly by Northstar. As compensation for its services,
Northstar will pay the Subadviser at the annual rate of 0.48% and 0.64% of the
average daily net assets of Special Fund and Growth + Value Fund, respectively.
The Subadviser is wholly-owned and controlled by its sole stockholder, Louis G.
Navellier. The Subadviser's address is: 1 East Liberty, Third Floor, Reno,
Nevada, 89501. The Subadvisory Agreement for Special Fund was approved by the
Trustees of the Fund on December 1, 1995, and by vote of the Shareholders of the
Fund on January 30, 1996. The Subadvisory Agreement for Growth + Value Fund was
approved by the Trustees of the Fund on July 31, 1996. Each Subadvisory
Agreement may be terminated without payment of any penalty by Northstar,
Navellier, the Trustees of such Fund, or the shareholders of such Fund on not
more than 60 days' and not less than 30 days' prior written notice. Otherwise,
each Subadvisory Agreement will remain in effect for two years and will,
thereafter, continue in effect from year to year, subject to the annual approval
of the Trustees of the applicable Fund, or the vote of a majority of the
outstanding voting securities of such Fund, and the vote, cast in person at a
meeting duly called and held, of a majority of the Trustees of such Fund who are
not parties to the Subadvisory Agreement or "interested persons" (as defined in
the 1940 Act) of any such Party.

Wilson/Bennett Capital Management, Inc. ("Wilson/Bennett"), serves as
subadviser with respect to the common stock portion of the Income and Growth
Fund pursuant to a Subadvisory Agreement dated July 31, 1996 between Northstar
and Wilson/Bennett. Northstar will make all determinations as to the allocation
of the Fund's assets, will direct all trades and will manage the portion of the
Fund's assets in convertible and fixed income securities. Wilson/Bennett's
principal address is Suite 250, 8260 Greensboro Drive, McLean, Virginia 22102.
Wilson/Bennett currently manages approximately $57 million of assets for
individuals, pension plans and corporations. For its services, Wilson/Bennett
will receive from Northstar, not the Funds, a monthly fee at an annual rate
equal to 0.20% of the first $125 million of average daily net assets of the Fund
managed by Wilson/Bennett, 0.25% of the next $125 million, and 0.30% for assets
in excess of $250 million. The Subadvisory Agreement for Income and Growth Fund
was approved by the Trustees of the Fund on April 25, 1996 , and by vote of the
shareholders of the Fund on July 15, 1996. The Subadvisory Agreement may be
terminated without payment of any penalty by Northstar, Wilson/Bennett, the
Trustees of the Fund, or the shareholders of the Fund on not more than 60 days'
and not less than 30 days' prior written notice. Otherwise, the Subadvisory
Agreement will remain in effect for two years and will, thereafter, continue in
effect from year to year, subject to the annual approval of the Trustees of the
Fund, or the vote of a majority of the outstanding voting securities of the
Fund, and the vote, cast in person at a meeting duly called and held, of a
majority of the Trustees of the Fund who are not parties to the Subadvisory
Agreement or "interested persons" (as defined in the 1940 Act) of any such
Party.

Northstar Administrators Corporation serves as administrator for the Funds,
pursuant to an Administrative Services Agreement with each Fund. Subject to the
supervision of the Board of Trustees, the Administrator provides the overall
business management and administrative services necessary to the proper conduct
of the Funds' business, except for those services performed by Northstar under
the Investment Advisory Agreements, the custodian for the Funds under the
Custodian Agreements, the transfer agent for the Funds under the Transfer Agency
Agreements, and such other service providers as may be retained by the Funds
from time to time. The Administrator acts as liaison among these service
providers to the Funds. The Administrator is also responsible for ensuring that
the Funds operate in compliance with applicable legal requirements and for
monitoring Northstar for compliance with requirements under applicable law and
with the investment policies and restrictions of the Funds. The Administrator is
an affiliate of Northstar. The address of the Administrator is: Two Pickwick
Plaza, Greenwich, Connecticut 06830.

The Administrative Services Agreement was approved by the Trustees of the
Trust on behalf of the Income and Growth Fund and High Total Return Fund on
October 23, 1993, and continued in effect for a period of two years. The
Agreement was renewed by the Trustees for one year on October 31, 1995 and will
continue in effect from year to year thereafter, provided such continuance is
approved annually by a majority of the Trustees of the Trust. The
Administrator's fee is accrued daily against the value of each Fund's net assets
and is payable by each Fund monthly at an annual rate of .10% of each Fund's
average daily net assets. In addition, the Administrator charges an annual
account fee of $5.00 for each account of beneficial owners of shares in a Fund
for providing certain shareholder services and assisting brokerdealer
shareholder accounts.

Each Administrative Services Agreement for the remaining Funds was approved
by the Trustees of the particular Fund on March 1, 1995. The Agreements provide
that until June 2, 1997, the Administrator will not receive any compensation
under such agreements and thereafter shall receive such compensation as the
Board of Trustees of the Funds may determine. The Agreements

<PAGE>

will continue in effect until June 2, 1997, and from year to year thereafter,
provided such continuance is approved annually by a majority of the
Disinterested Trustees of the affected Fund.

During the fiscal years ended October 31, 1996 and 1995, the Funds listed
below paid Northstar and the Administrator the following investment advisory and
administrative fees, respectively:

TOTAL ADVISORY AND ADMINISTRATIVE FEES PAID
DURING FISCAL YEAR ENDED OCTOBER 31,

<TABLE>
<CAPTION>
1996 1996 1995 1995
ADVISORY FEES ADMIN. FEE ADVISORY FEE ADMIN. FEE
<S> <C> <C> <C> <C>
Income and Growth............................................... $ 1,548,967 $206,529 $1,158,432 $154,457
High Total Return Fund.......................................... 2,639,662 359,978 941,310 125,508
</TABLE>

Prior to June 5, 1995, the Special, Growth, Balance Sheet Opportunities,
Government Securities, Strategic Income and High Yield Funds were managed by
Boston Security Counselors, Inc. ("BSC") and did not utilize the services of an
administrator. During the fiscal years ended December 31, 1996, 1995, 1994 and
1993, the Funds listed below paid Northstar or BSC the following investment
advisory fees:

TOTAL ADVISORY FEES PAID
DURING FISCAL YEAR ENDED DECEMBER 31,

Special Fund........................................................... -- 287,311(2) 268,139 145,178
Growth Fund............................................................ -- 593,282 604,576 517,203
Balance Sheet Opportunities Fund....................................... -- 477,095 519,729 447,631
Government Securities Fund (1)......................................... -- 678,996 747,846 767,370
Strategic Income Fund (3).............................................. -- 252,201 57,726 0
High Yield............................................................. -- 683,323 622,761 432,063

</TABLE>

(1) Net of waiver of investment advisory fees of $ , $301,776, $332,370
and $341,054 for the years ended December 31, 1996, 1995, 1994 and 1993,
respectively.

(2) Does not reflect expense reimbursement of $733.

(3) Does not reflect expense reimbursement of $57,336 in 1994, $87,944 for
the year ended December 31, 1995, and $ .

NET ASSET VALUE

For each Fund in the Northstar Trust, equity securities are valued at the
last sale price on the exchange or in the principal OTC market in which such
securities are being valued, or lacking any sales, at the last available bid
price. Prices of long-term debt securities are valued on the basis of last
reported sales price, or if no sales are reported, the value is determined based
upon the mean of representative quoted bid or asked prices for such securities
obtained from a quotation reporting system or from established market makers, or
at prices for securities of comparable maturity, quality and type. For the
Northstar Special, Growth, Balance Sheet Opportunities, Government Securities,
Strategic Income and High Yield Funds, portfolio securities, options and futures
contracts and options thereon that are traded on national exchanges or in the
NASDAQ System are valued at the last sale or settlement price on the exchange or
market where primarily traded or, if none that day, at the mean of the last
reported bid and asked prices, using prices as of the close of trading on the
applicable exchange or market. Securities and options that are traded in the otc
market (other than on the NASDAQ System) are valued at the mean of the last
available bid and asked prices. Such valuations are based on quotations of one
or more dealers that make markets in the securities as obtained from such
dealers or from a pricing service. Securities (including OTC options) for which
market quotations are not readily available (which may constitute a major
portion of the High Yield Fund's portfolio) and other assets are valued at their
fair value as determined by or under the direction of the Trustees. Such fair
value may be determined by various methods, including utilizing information
furnished by pricing services that determine calculations for such securities
using methods based, among other things, upon market transactions for comparable
securities and various relationships between securities that are generally
recognized as relevant.

<PAGE>

The net asset value of each Fund's shares fluctuates and is determined
separately for each class as of the close of regular trading on the New York
Stock Exchange (currently 4:00 p.m. EST), on each business day that the Exchange
is open. Net asset value per share is computed by determining the value of a
Fund's assets (securities held plus cash and other assets, including dividend
and interest accrued but not received) less all liabilities of the Fund
(including accrued expenses other than class specific expenses), and dividing
the result by the total number of shares outstanding at such time. The specific
expenses borne by each class of shares will be deducted from that class and will
result in different net asset values and dividends. The net asset value per
share of the Class B, Class C and Class T shares of each Fund will generally be
lower than that of the Class A or Class I shares because of the higher
classspecific expenses borne by each of the Class B, Class C and Class T shares.
Under normal market conditions, daily prices for securities are obtained from
independent pricing services, determined by them in accordance with the
registration statement for each Fund. Securities are valued at market value or,
if a market quotation is not readily available, at their fair value, determined
in good faith under procedures established by and under the supervision of the
Trustees. Money market instruments maturing within 60 days are valued using the
amortized cost method of valuation. This involves valuing a security at cost on
the date of acquisition and thereafter assuming a constant accretion of a
discount or amortization of a premium to maturity, regardless of the impact of
fluctuating interest rates on the market value of the instrument. While this
method provides certainty in valuation, it may result in periods during which
value, as determined by amortized cost, is higher or lower than the price a Fund
would receive if it sold the instrument. See "How Net Asset Value is Determined"
in the Prospectus.

PURCHASES AND REDEMPTIONS

Shares issued pursuant to the automatic reinvestment of income dividends or
capital gains distributions are not subject to a frontend or contingent deferred
sales load. There is no sales charge for qualified persons. "Qualified Persons"
are the following (a) active or retired Trustees, Directors, Officers, Partners
or Employees (including immediate family) of (i) Northstar or any of its
affiliated companies, (ii) the Funds or any Northstar affiliated investment
company or (iii) dealers having a sales agreement with the Underwriter, (b)
trustees or custodians of any qualified retirement plan or IRA established for
the benefit of a person in (a) above; (c) dealers, brokers or registered
investment advisers that have entered into an agreement with the Underwriter
providing for the use of shares of the Funds in particular investment products
such as "wrap accounts" or other similar managed accounts for the benefit of the
clients of such brokers, dealers and registered investment advisers, and (d)
pension, profit sharing or other benefit plans created pursuant to a plan
qualified under Section 401 of the Code or plans under Section 457 of the Code,
provided that such shares are purchased by an employer sponsored plan with at
least 100 eligible employees. Class A shares of the Funds may be purchased at
net asset value, through a dealer, where the amount invested represents
redemption proceeds from another open-end fund sold with a sales load and
the same or similar investment objective, and PROVIDED the following
conditions are met: such redemption occurred no more than 60 days prior
to the purchase of shares of a Northstar Fund, the redeemed shares were
held for at least six months prior to redemption, and the proceeds of
the redemption are sent directly to Northstar or its agent, or maintained
in cash or a money market fund. No commissions will be paid to dealers
in connection with such purchases. There is also no initial sales charge
for "Purchasers" (defined below) if the initial amount invested in the Funds is
at least $1,000,000 or the Purchaser signs a $1,000,000 Letter of Intent, as
hereinafter defined.

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

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

<PAGE>

The contingent deferred sales load will be waived with respect to Class T
shares in the following instances: (i) any partial or complete redemption of
shares of a shareholder who dies or becomes disabled, so long as the redemption
is requested within one year of death or the initial determination of
disability; (ii) any partial or complete redemption in connection with
distributions under Individual Retirement Accounts ("IRAS") or other qualified
retirement plans in connection with a lumpsum or other form of distribution
following retirement within the meaning of Section 72(t)(2)(A)(iv) or (v) of the
Code, disability or death, or after attaining the age of 59 1/2 in the case of
an IRA, Keogh Plan or custodial account pursuant to Section 403(b)(7) of the
Code, or on any redemption that results from a taxfree return of an excess
contribution pursuant to Section 408(d)(4) or (5) of the Code or Section 4979(f)
of the Code; (iii) redemptions effected pursuant to the Funds' right to
liquidate a shareholder's account if the aggregate net asset value of the shares
held in the account is less than $500; (iv) redemptions effected by (A)
employees of The Advest Group, Inc. ("AGI") and its subsidiaries, (B) IRAs,
Keogh plans and employee benefit plans for those employees, and (C) spouses and
minor children of those employees, so long as orders for shares are placed on
behalf of the spouses or children by the employees; (v) redemptions effected by
accounts managed by investment advisory subsidiaries of agi registered under the
Investment Advisers Act of 1940; and (vi) redemptions in connection with
exchanges of Fund Class T shares, including shares of the Class T account of the
Money Market Portfolio.

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

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

CONVERSION FEATURE. Class B shares of each Fund will automatically convert
to Class A shares without a sales charge at the relative net asset values of
each of the classes after eight years from the acquisition of the Class B
shares, and as a result, will thereafter be subject to the lower distribution
fee (but same service fee) under the Class A Rule 12b-1 plan for each Fund.
Class T Shares convert to Class A shares at the end of the month that is the
later of (i) eight years after the Class T Shares were purchased or (ii) June 2,
1998.

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

<PAGE>

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

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

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

Hedging transactions undertaken by a Fund may result in straddles for U.S.
federal income tax purposes. The straddle rules may accelerate income to a Fund,
defer losses to a Fund, and affect the character of gains (or losses) realized
by a Fund. Hedging transactions may increase the amount of short-term capital
gain realized by a Fund that is taxed as ordinary income when distributed to
shareholders. A Fund may make one or more of the various elections available
under the Code with respect to hedging transactions. If a Fund makes any of the
elections, the amount, character and timing of the recognition of gains or
losses from the affected positions will be determined under rules that vary
according to the elections made. The 30% limitation may limit the extent to
which a Fund will be able to engage in transactions in options, futures
contracts and forward contracts.

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

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

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

<PAGE>

such event, a portion of the dividends of investment company taxable income
received from the Fund by its corporate shareholders may be eligible for this
deduction.

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

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

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

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

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

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

Upon the sale or other disposition of shares of a Fund, a shareholder may
realize a capital gain or loss that will be long-term or short-term, generally
depending upon the shareholder's holding period for the shares. Any loss
realized on a sale or exchange will be disallowed to the extent the shares
disposed of are replaced within a period of 61 days beginning 30 days before and

<PAGE>

ending 30 days after disposition of the shares. In such a case, the basis of the
shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on a disposition of Fund shares held by the
shareholder for six months or less will be treated as a long-term capital loss
to the extent of any distributions of net capital gains received by the
shareholder with respect to such shares.

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

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

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

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

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

UNDERWRITER AND DISTRIBUTION SERVICES

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

The Underwriting Agreements may be terminated at any time on not more than
60 days' written notice, without payment of a penalty, by the Underwriter, by
vote of a majority of the outstanding class of voting securities of the affected
Fund, or by vote of a

<PAGE>

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

In addition to the amount paid to dealers pursuant to the sales charge
table in the Prospectus, the Underwriter from time to time pays, from its own
resources or pursuant to the Plans, a bonus or other incentive to dealers (other
than the Underwriter) that employ a registered representative who sells a
minimum dollar amount of the shares of a Fund during a specific period of time.
Dealers may not use sales of any of the Fund's shares to qualify for or
participate in such programs to the extent such may be prohibited by a dealer's
internal procedures or by the laws of any state or any self-regulatory agency,
such as the National Association of Securities Dealers, Inc. Such bonuses or
other incentives take the form of payment for travel expenses, including
lodging, incurred in connection with trips taken by qualifying registered
representatives and members of their families to places within or without the
United States, or other bonuses such as certificates for airline tickets, dining
establishments or the cash equivalent of such bonuses. The Underwriter, from
time to time, reallows all or a portion of the sales charge on Class A shares,
which it normally reallows to individual selling dealers. However, such
additional reallowance generally will be made only when the selling dealer
commits to substantial marketing support such as internal wholesaling through
dedicated personnel, internal communications and mass mailings.

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

Pursuant to the Plan for Class A shares, each Fund may compensate the
Underwriter up to 0.30% of average daily net assets of such Fund's Class A
shares. Under the Plans for Class B and Class C shares, each Fund may compensate
the Underwriter up to 1.00% of the average daily net assets attributable to the
respective class of such Fund. Pursuant to the Plan for Class T shares, each
Fund compensates the Underwriter in an amount equal to 0.95% (in the case of
Special Fund, Growth Fund, and Strategic Income Fund), 0.75% (in the case of
Balance Sheet Opportunities Fund) and 0.65% (in the case of Government
Securities Fund and High Yield Fund) of annual average daily net assets of such
Fund's Class T shares. However, each of the Class T Plans provides for
compensation of up to 1.00% of annual average daily net assets. Expenditures by
the Underwriter under the Plans shall consist of: (i) commissions to sales
personnel for selling shares of the Funds (including underwriting fees and
financing expenses incurred in connection with the sale of Class B and Class C
shares); (ii) compensation, sales incentives and payments to sales, marketing
and service personnel; (iii) payments to broker-dealers and other financial
institutions that have entered into agreements with the Underwriter in the form
of a Dealer Agreement for Northstar Funds for services rendered in connection
with the sale and distribution of shares of the Funds; (iv) payment of expenses
incurred in sales and promotional activities, including advertising expenditures
related to the Funds; (v) the costs of preparing and distributing promotional
materials; (vi) the cost of printing the Funds' Prospectus and SAI for
distribution to potential investors; and (vii) other activities that are
reasonably calculated to result in the sale of shares of the Funds. With respect
to each Class T Plan, it is anticipated that all of the payments received by the
Underwriter under the Plan will be paid to Advest as compensation for its prior
distribution related and current shareholder servicing related activities in
connection with the Class T Shares.

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

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

The Trustees have concluded that there is a reasonable likelihood that the
Plans will benefit each Fund and its shareholders and that the Plans should
result in greater sales and/or fewer redemptions of Fund shares. On a quarterly
basis, the Trustees will review a report on expenditures under the Plans and the
purposes for which expenditures were made. The Trustees will conduct an
additional, more extensive review annually in determining whether the Plans
shall be continued. By their terms, continuation of the Plans from year to year
is contingent on annual approval by a majority of the Trustees acting separately
on behalf of each Fund

<PAGE>

and by a majority of the Trustees who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or indirect
financial interest in the operation of the Plans or any related agreements (the
"Plan Trustees"). The Plans provide that they may not be amended to increase
materially the costs that a Fund may bear pursuant to the applicable Plan
without approval of the shareholders of the affected Fund and that other
material amendments to the Plans must be approved by a majority of the Plan
Trustees acting separately on behalf of each Fund, by vote cast in person at a
meeting called for the purpose of considering such amendments. The Plans further
provide that while each plan is in effect, the selection and nomination of
Trustees who are not "interested persons" shall be committed to the discretion
of the Trustees who are not "interested persons." A Plan may be terminated at
any time by vote of a majority of the Plan Trustees or a majority of the
outstanding Class of shares of the affected Fund to which the Plan relates.

During their fiscal year-ended October 31, 1996, each class of shares of
the Funds listed below paid the following 12b-1 distribution and service fees
pursuant to the Plan of Distribution for each class:

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Income and Growth Fund................................... $ 242,908 $ 671,688 $583,906
High Total Return Fund................................... $ 382,173 $2,028,953 $296,918
</TABLE>

For the year ended October 31, 1996, expenses incurred by the Distributor
for distribution related activities with respect to each class of shares of each
Fund listed below were as follows:

<TABLE>
<CAPTION>
INCOME AND GROWTH
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Salaries/Overrides..................................... $222,594 $ 29,916 $ 15,032
Commissions Paid....................................... $ 0 $ 626,730 $ 83,415
Marketing, RMM & Convention Expense.................... $210,884 $ 39,999 $ 24,168
Total.................................................. $433,478 $ 696,645 $122,615
</TABLE>

<TABLE>
<CAPTION>
HIGH TOTAL RETURN FUND
CLASS A CLASS B CLASS C
<S> <C> <C> <C>

EXPENSE
Salaries/Overrides..................................... $580,131 $ 605,403 $110,500
Commissions Paid....................................... $ 0 $10,186,696 $447,621
Marketing, RMM & Convention Expense.................... $335,210 $ 121,049 $ 12,601
Total.................................................. $915,341 $10,913,148 $570,722
</TABLE>

For the following Funds' fiscal year ended October 31, 1996, the
Distributor received the following amounts in sales charges, after reallowance
to Dealers:

<TABLE>
<CAPTION>
UNDERWRITING FEES
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Income and Growth Fund................................... $ 25,657 $216,133 $ 4,049
High Total Return Fund................................... $553,006 $466,013 $22,368
</TABLE>

During their fiscal year ended December 31, 1996, each class of shares of
the Funds listed below, paid the following 12b-1 distribution and service fees
pursuant to the Distribution Plan for each class:

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

Special Fund.................................... $-- $-- $-- $--
Growth Fund..................................... $-- $-- $-- $--
Balance Sheet Fund.............................. $-- $-- $-- $--
Government Securities........................... $-- $-- $-- $--
Strategic Income Fund........................... $-- $-- $-- $--
High Yield Fund................................. $-- $-- $-- $--

</TABLE>

<PAGE>

During the fiscal year ended December 31, 1996, expenses incurred by the
Distributor (or Advest with respect to Class T Shares prior to June 2, 1995) for
certain distribution related activities with respect to each class of shares of
the Funds listed below were as follows:

<TABLE>
<CAPTION>
SPECIAL FUND
CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

EXPENSE
Salaries/Overrides............................... $-- $-- $-- $--
Expenses/Convention Expense...................... $-- $-- $-- $--
Commissions Paid................................. $-- $-- $-- $--
Marketing Expense................................ $-- $-- $-- $--
Total............................................ $-- $-- $-- $--

</TABLE>

<TABLE>
<CAPTION>
GROWTH FUND
CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET OPPORTUNITIES FUND
CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

</TABLE>

<TABLE>
<CAPTION>
GOVERNMENT SECURITIES FUND
CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

</TABLE>

<TABLE>
<CAPTION>
STRATEGIC INCOME FUND
CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
HIGH YIELD FUND
CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

</TABLE>

For the following Funds' fiscal year ended December 31, 1996, the
Distributor (or Advest) received the following amounts in sales charges, after
reallowance to Dealers:

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

Special Fund.................................... $-- $-- $-- $--
Growth Fund..................................... $-- $-- $-- $--
Balance Sheet Fund.............................. $-- $-- $-- $--
Government Securities........................... $-- $-- $-- $--
Strategic Income................................ $-- $-- $-- $--
High Yield Fund................................. $-- $-- $-- $--

</TABLE>
TRUSTEES AND OFFICERS

The Trustees and principal Officers of each Fund and their business
affiliations for the past five years are set forth below. Unless otherwise
noted, the mailing address of the Trustees and Officers is Two Pickwick Plaza,
Greenwich, Connecticut 06830.

ROBERT B. GOODE, JR., Trustee. Age: 66. Currently retired. From 1990 to
1991, Chairman of The First Reinsurance Company of Hartford. From 1987 to
1989, President and Director of American Skandia Life Assurance Company.
Since October 1993, Trustee of the Northstar affiliated investment
companies.

PAUL S. DOHERTY, Trustee. Age: 62. President, Doherty, Wallace, Pillsbury
and Murphy, P.C., Attorneys. Director, Tambrands, Inc. Since October 1993,
Trustee of the Northstar affiliated investment companies.

DAVID W. WALLACE, Trustee. Age: 72. Chairman of Putnam Trust Company, Lone
Star Industries and FECO Engineered Systems, Inc. He is also President and
Trustee of Robert R. Young Foundation and Governor of the New York
Hospital. Director of UMC Electronics and Zurn Industries, Inc. Former
Chairman and Chief Executive Officer, Todd Shipyards and Bangor Punta
Corporation, and former Chairman and Chief Executive Officer of National
Securities & Research Corporation. Since October 1993, Trustee of the
Northstar affiliated investment companies.

*MARK L. LIPSON, Trustee and President. Age: 47. Director, Chairman and
Chief Executive Officer of Northstar and Northstar, Inc. Director and
President of Northstar Administrators Corporation and Director and Chairman
of Northstar Distributors, Inc., President and Trustee of the Northstar
affiliated investment companies since October 1993. Prior to August, 1993,
Director, President and Chief Executive Officer of National Securities &
Research Corporation and President and Director/Trustee of the National
Affiliated Investment Companies and certain of National's subsidiaries.

*JOHN G. TURNER, Trustee. Age: 57. Since May 1993, Chairman and CEO of
ReliaStar Financial Corporation and Northwestern NationalLife Insurance Co.
and Chairman of other ReliaStar Affiliated Insurance Companies since 1995.
Since October 1993, Director of Northstar and affiliates. Prior to May
1993, President and CEO of ReliaStar and Northwestern National.

ALAN L. GOSULE, Trustee. Age: 55. Partner, Rogers & Wells. Director, F.L.
Putnam Investment Management Co., Inc.

DAVID W.C. PUTNAM, Trustee. Age: 67. President, Clerk and Director of F.L.
Putnam Securities Company, Incorporated, F.L. Putnam Investment Management
Company, Incorporated, Interstate Power Company, Inc., Trust Realty Corp.
and Bow Ridge Mining Co.; Director of Anchor Investment Management
Corporation; President and Trustee of Anchor Capital Accumulation Trust,
Anchor International Bond Trust, Anchor Gold and Currency Trust, Anchor
Resources and Commodities Trust and Anchor Strategic Assets Trust.

*Deemed to be an "interested person" of the Trust, as defined by the 1940 Act.

<PAGE>

JOHN R. SMITH, Trustee. Age: 73. From 1970-1991, Financial Vice President
of Boston College; President of New England Fiduciary Company (financial
planning) since 1991; Chairman of Massachusetts Educational Financing
Authority since 1987; Vice Chairman of Massachusetts Health and Education
Authority.

WALTER H. MAY, Trustee. Age: 60. Retired. Former Senior Executive for Piper
Jaffrey, Inc.

THOMAS OLE DIAL, Vice President. Age: 40. Executive Vice President and
Chief Investment Officer-Fixed Income of Northstar and Principal, T.D. &
Associates, Inc. From 1989 to August 1993, Executive Vice President and
Chief Investment Officer-Fixed Income of National Securities and Research
Corporation, Vice President of National Affiliated Investment Companies,
and Vice President of NSR Asset Management Corporation. From 1988 to 1989,
President of Dial Captial Management.

GEOFFREY WADSWORTH, Vice President. Age: 53. Vice President of
Northstar.Former Vice President and Portfolio Manager with National
Securities & Research Corporation.

AGNES MULLADY, Vice President and Treasurer. Age: 38. Senior Vice President
and Chief Financial Officer of Northstar, Senior Vice President and
Treasurer of Northstar Administrators corporation, and Vice President and
Treasurer ofNorthstar Distributors, Inc. From 1987 to 1993, Vice President
and Treasurer of National Securities & Research Corporation.

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

Mone Anathan, III, Dr. Loring E. Hart, Reverend Bartley MacPhaidin and
Edward T. Sullivan, each of whom were previously Trustees of the Funds, serve on
an Advisory Board. The Advisory Board is expected to provide advice to the Board
of Trustees in order to facilitate a smooth management transition regarding the
advisory services to be provided by Northstar and to provide such other advise
as the Board of Trustees may request from time to time. The Advisory Board will
have no authority or control over the Funds. Northstar has agreed to assume all
expenses associated with the Advisory Board for three years.

As of December 31, 1996, all Trustees and executive officers of each Fund
as a group owned beneficially or of record less than 1% of the outstanding
securities of such Fund. To the knowledge of the Funds, as of December 31, 1996,
no shareholder owned beneficially (b) or of record (r) more than 5% of a Fund's
outstanding shares, except as set forth below:

(1) Income and Growth Fund

Merrill Lynch Pierce Fenner & Smith __%(r)
Jacksonville, Florida

Norwest Bank __%(r)
Minneapolis, Minnesota

(2) High Total Return Fund

Merrill Lynch Pierce Fenner & Smith __%(r)
Jacksonville, Florida

(3) Special Fund

Merrill Lynch Pierce Fenner & Smith __%(r)
Jacksonville, Fla.

(4) Growth Fund

Merrill Lynch Pierce Fenner & Smith __%(r)
Jacksonville, Fla.

<PAGE>

(5) Balance Sheet Opportunities Fund

Merrill Lynch Pierce Fenner & Smith __%(r)
Jacksonville, Fla.

(6) Government Securities Fund

Merrill Lynch Pierce Fenner & Smith __%(r)
Jacksonville, Fla.

Order of St. Benedict of New Jersey __%(b)
Morristown, NJ

Donaldson Lufkin Jenrette __%(r)
Jersey City, NJ

(7) Strategic Income Fund

Merrill Lynch Pierce Fenner & Smith __% (r)
Jacksonville, Florida

Norwest Bank __% (r)
Minneapolis, Minnesota

Northern Life Insurance Company __% (r)
Minneapolis, MN

(8) High Yield Fund

Merrill Lynch Pierce Fenner & Smith __% (r)
Jacksonville, Fla.

COMPENSATION TABLE

PERIOD ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
PENSION BENEFITS ESTIMATED ANNUAL TOTAL COMPENSATION
COMPENSATION FROM ACCRUED AS PART OF BENEFITS UPON FROM ALL FUNDS IN
FUND FUND EXPENSES RETIREMENT NORTHSTAR COMPLEX(B)
<S> <C> <C> <C> <C>

Robert B. Goode, Jr...................... (a) 0 0 --
Paul S. Doherty.......................... (a) 0 0 --
David W. Wallace......................... (a) 0 0 --
Mark L. Lipson........................... (a) 0 0 --
John G. Turner........................... (a) 0 0 --
Alan L. Gosule........................... (a) 0 0 --
David W.C. Putnam........................ (a) 0 0 --
John R. Smith............................ (a) 0 0 --
Walter H. May............................ (a) 0 0 --

</TABLE>

(a) See table below for Fund specific compensation.

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

<PAGE>

INDIVIDUAL FUND
FISCAL YEAR COMPENSATION TABLES

<TABLE>
<CAPTION>
INCOME AND GROWTH HIGH TOTAL RETURN SPECIAL(C) GROWTH(C)
<S> <C> <C> <C> <C>

Robert B. Goode, Jr...................................... 2,063 1,563 -- --
Paul S. Doherty.......................................... 2,313 1,813 -- --
David W. Wallace......................................... 2,313 1,813 -- --
Mark L. Lipson........................................... 0 0 0 0
John G. Turner........................................... 0 0 0 0
Alan L. Gosule........................................... 2,313 1,813 -- --
David W.C. Putnam........................................ 2,063 1,563 -- --
John R. Smith............................................ 2,312 2,312 -- --
Walter H. May........................................... 2,000 1,500 -- --

</TABLE>

<TABLE>
<CAPTION>
BALANCE SHEET GOVERNMENT
OPPORTUNITIES(C) SECURITIES(C) STRATEGIC INCOME(C) HIGH YIELD(C)
<S> <C> <C> <C> <C>

Robert B. Goode, Jr.................................. -- -- -- --
Paul S. Doherty...................................... -- -- -- --
David W. Wallace..................................... -- -- -- --
Mark L. Lipson....................................... 0 0 0 0
John G. Turner....................................... 0 0 0 0
Alan L. Gosule....................................... -- -- -- --
David W.C. Putnam.................................... -- -- -- --
John R. Smith........................................ -- -- -- --
Walter H. May........................................ -- -- -- --

</TABLE>

(c) Prior to June 2, 1995 the Trustees who were not interested persons, other
than David Putnam, were paid a per fund fee of $500 for each full calendar
year during which services were rendered to the Funds. In addition, they
were paid a per fund fee of $250 for attending each of the Trustees'
meetings, $100 per fund for attending each audit committee meeting, $100
audit committee retainer per fund and were reimbursed for outofpocket
expenses. Mr. Putnam, former Chairman of these Funds, received a fee of
$30,000 per annum.

OTHER INFORMATION

INDEPENDENT ACCOUNTANTS. Coopers & Lybrand L.L.P. has been selected as the
independent accountants of the Northstar Trust and each of the remaining
Northstar Funds. Coopers & Lybrand L.L.P. audits the Funds' annual financial
statements and expresses an opinion thereon.

CUSTODIAN. Custodial Trust Company, Princeton, New Jersey, acts as custodian for
the Income and Growth and High Total Return Funds, and First Data Investor
Services Group, Inc. ("First Data"), Boston, Massachusetts, serves as fund
accounting agent for these Funds; State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02110, acts as custodian, and fund
accounting agent for the remaining Funds.

TRANSFER AGENT. Pursuant to a Transfer Agency Agreement with each Fund, First
Data (the "Transfer Agent") acts as the Transfer Agent for each Fund. Pursuant
to a Sub-Transfer Agency Agreement between Advest Transfer Services, Inc.
("ATS") and First Data, ats serves as the subtransfer agent for the Funds
offering Class T shares, and, prior to June 5, 1995, ats acted as transfer agent
to these Funds.

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

ORGANIZATIONAL AND RELATED INFORMATION. Special Fund (formerly The Advantage
Special Fund) was organized in 1986; Growth Fund (formerly The Advantage Growth
Fund) was organized in 1986; Balance Sheet Opportunities Fund (formerly The
Advantage Income Fund) was organized in 1986; Government Securities Fund
(formerly The Advantage Government Securities Fund) was organized in 1986;
Strategic Income Fund (formerly The Advantage Strategic Income Fund) was
organized in 1994; and

<PAGE>

High Yield Fund (formerly The Advantage High Yield Bond
Fund) was organized 1989. Northstar Trust (formerly Northstar Advantage Trust),
and two of its series Income and Growth Fund (formerly Northstar Advantage
Income and Growth Fund) and High Total Return Fund (formerly Northstar Advantage
High Total Return Fund), was organized in 1993. Northstar Growth + Value Fund
was organized in 1996.

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

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

PERFORMANCE INFORMATION

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

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

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

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

Where:

P = a hypothetical initial payment of $1,000

T = the average annual total return

n = the number of years, and

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

All total return figures reflect the deduction of a proportional share of
each Class's expenses (on an annual basis), the deduction of the maximum initial
sales load (in the case of Class A shares) and the maximum contingent deferred
sales charge

<PAGE>

applicable to a complete redemption of the investment (in the case of Class
B, Class C and Class T shares), and assume that all dividends and
distributions are reinvested when paid.

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

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

Where:

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

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

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

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

The maximum offering price includes a maximum contingent deferred
sales load of 4%, in the case of Class T shares, 5% for Class B shares, and
1%, for Class C shares.

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

The yield for Class A, B, C and T shares of the Special Fund, Growth
Fund Balance Sheet Opportunities Fund, Government Securities Fund,
Strategic Income Fund, and High Yield Fund for the month ended December 31,
1996, and the yield for Class A, B and C of the Income and Growth Fund and
High Total Return Fund for the month ended October 31, 1996 was as follows:

YIELD

<TABLE>

<CAPTION>
FUND CLASS A CLASS B CLASS C CLASS T
<S> <C> <C> <C> <C>

Special Fund............................................................... --% --% --% --%
Growth Fund................................................................ --% --% --% --%
Balance Sheet Opportunities Fund........................................... --% --% --% --%
Government Securities Fund................................................. --% --% --% --%
Strategic Income Fund...................................................... --% --% --% --%
High Yield Fund............................................................ --% --% --% --%

Income and Growth.......................................................... 2.63% 2.04% 2.10% N/A
High Total Return Fund..................................................... 9.56% 9.28% 9.32% N/A
</TABLE>

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

The following tables summarize the calculation of Standardized and
Non-Standardized Return for Class A, Class B and Class C shares of each
Fund in the Northstar Trust and for Class A, Class B, Class C and Class T
shares of the other Funds for the periods indicated.

<PAGE>
NORTHSTAR TRUST. The following table summarizes the calculation of
Total Return for the periods indicated through October 31, 1996, assuming
the contingent deferred sales load HAS been assessed:

<TABLE>
<CAPTION>
SINCE
ONE YEAR INCEPTION*
<S> <C> <C>
INCOME AND GROWTH FUND
Class A......................................................... 9.08% 8.04%
Class B......................................................... 8.60% 6.52%
Class C......................................................... 12.68% 8.90%

HIGH TOTAL RETURN FUND
Class A......................................................... 12.62% 7.25%
Class B......................................................... 12.32% 5.75%
Class C......................................................... 16.28% 7.82%
</TABLE>

The following table summarizes the calculation of Total Return for the
periods indicated through October 31, 1996, assuming the contingent
deferred sales load HAS NOT been assessed:

<TABLE>
<CAPTION>
SINCE
ONE YEAR INCEPTION*
<S> <C> <C>
INCOME AND GROWTH FUND
Class A......................................................... 14.48% 9.82%
Class B......................................................... 13.60% 7.49%
Class C......................................................... 13.68% 8.90%

HIGH TOTAL RETURN FUND
Class A......................................................... 18.14% 9.02%
Class B......................................................... 17.32% 6.65%
Class C......................................................... 17.28% 7.82%
</TABLE>

*The inception date for Class A, Class B and Class C shares of Income and
Growth Fund and High Total Return Fund is November 8, 1993, February 9,
1994 and March 21, 1994, respectively.

THE REMAINING FUNDS. The following table summarizes the calculation of
Total Return for Class T shares of the remaining Funds for the periods
indicated through December 31, 1996, assuming the maximum sales charge HAS
been assessed:

<TABLE>
<CAPTION>
SINCE
ONE YEAR FIVE YEARS INCEPTION*
<S> <C> <C> <C>

Special Fund......................................... --% --% --%
Growth Fund.......................................... --% --% --%
Balance Sheet Fund................................... --% --% --%
Government Securities Fund........................... --% --% --%
Strategic Income Fund................................ --% N/A --%
High Yield Fund...................................... --% --% --%

</TABLE>

The following table summarizes the calculation of Total Return for
Class T shares of the remaining Funds for the periods indicated through
December 31, 1996, assuming the maximum sales charge HAS NOT been assessed:

<TABLE>
<CAPTION>
SINCE
ONE YEAR FIVE YEARS INCEPTION*
<S> <C> <C> <C>

</TABLE>

<PAGE>

*The inception date for Class T shares of Special, Growth, Balance Sheet
Opportunities and Government Securities Funds was February 1, 1986. The
inception date for Class T shares of the High Yield Fund was July 5, 1989.
The inception date for Class T shares of the Strategic Income Fund was
July 1, 1994.

The following table summarizes the calculation of Total
Return for Class A, Class B and Class C shares of the remaining Funds for
the period from commencement of operations of such classes (June 5, 1995)
through December 31, 1996, assuming the maximum sales charge HAS been
assessed:

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>

Special Fund......................................... --% --% --%
Growth Fund.......................................... --% --% --%
Balance Sheet Fund................................... --% --% --%
Government Securities Fund........................... --% --% --%
Strategic Income Fund................................ --% --% --%
High Yield Fund...................................... --% --% --%

</TABLE>

The following table summarizes the calculation of Total Return for
Class A, Class B and Class C shares of the remaining Funds for the period
from commencement of operations of such classes (June 5, 1995) through
December 31, 1996, assuming the maximum sales charge HAS NOT been assessed:

<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>

Special Fund......................................... --% --% --%
Growth Fund.......................................... --% --% --%
Balance Sheet Fund................................... --% --% --%
Government Securities Fund........................... --% --% --%
Strategic Income Fund................................ --% --% --%
High Yield Fund...................................... --% --% --%

</TABLE>

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

Evaluations of Fund performance made by independent sources may also
be used in advertisements concerning the Funds, including reprints of, or
selections from, editorials or articles about a Fund. These editorials or
articles may include quotations of performance from other sources, such as
Lipper or Morningstar. Sources for Fund performance information and
articles about the Fund may include the following: BANXQUOTE, BARRON'S,
BUSINESS WEEK, CDA INVESTMENT TECHNOLOGIES, INC., CHANGING TIMES, CONSUMER
DIGEST, FINANCIAL WORLD, FORBES, FORTUNE, IBC/DONOGHUES'S MONEY FUND
REPORT, IBBOTSON ASSOCIATES, INC., INVESTMENT COMPANY DATA, INC.,
INVESTOR'S DAILY, LIPPER ANALYTICAL SERVICES, INC.'S MUTUAL FUND
PERFORMANCE ANALYSIS, MONEY, MUTUAL FUND VALUES, THE NEW YORK TIMES,
PERSONAL INVESTING NEWS, PERSONAL INVESTOR, SUCCESS, USA TODAY, U.S. NEWS
AND WORLD REPORT, WALL STREET JOURNAL, WIESENBERGER INVESTMENT COMPANIES
SERVICES, AND WORKING WOMAN.

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

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

31
<PAGE>

FINANCIAL STATEMENTS

The Northstar Trust's audited financial statements dated October 31,
1996 and the report of the independent accountants, Coopers & Lybrand
L.L.P. with respect to such financial statements, are hereby incorporated
by reference to the Annual Report to Shareholders of the Northstar Trust
for the fiscal year ended October 31, 1996.

The audited financial statements of Special Fund, Growth Fund, Balance
Sheet Opportunities Fund, Government Securities Fund, Strategic Income Fund
and High Yield Fund as of and for the fiscal period ended December 31, 1996
and the report of the independent accountants, Coopers & Lybrand L.L.P.,
with respect to such financial statements are hereby incorporated by
reference to the Annual Report to Shareholders of The NorthStar
Funds for the fiscal year ended December 31, 1996.

<PAGE>

PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements: Included in Part A:
NORTHSTAR TRUST - Financial Highlights for a share outstanding throughout
the period November 8, 1993 (Class A) February 9, 1994 (Class B) and March 21,
1994 (Class C) (commencement of offering of each Class) through April 30, 1996.

SPECIAL, GROWTH, BALANCE SHEET OPPORTUNITIES AND GOVERNMENT SECURITIES
FUNDS: Financial Highlights for a share outstanding throughout the period
February 3, 1986 (commencement of operations) to June 30, 1996.

HIGH YIELD FUND: Financial Highlights for a share outstanding throughout
the period June 5, 1989 (commencement of operations) through June 30, 1996.

STRATEGIC INCOME FUND: Financial Highlights for a share outstanding
throughout the period July 1, 1994 (commencement of operations) to June 30,
1996.

Included in Part B: The audited financial statements for the year ended
October 31, 1995 for the Northstar Trust and for the year ended December 31,
1995 for the Special, Growth, Balance Sheet Opportunities, Government
Securities, Strategic Income and High Yield, and the report of the independent
accountants with respect to such financial statements are incorporated in the
Statement of Additional Information for the Trust and each Fund by reference to
the Annual Report to Shareholders for the Trust and each Fund for the fiscal
years ended October 31, 1995 and December 31, 1995, respectively. The
incorporated financial information for the years ended October 31, 1995 for the
Trust and December 31, 1995 for the other Funds includes the following:
Statement of Investments, Statement of Assets and Liabilities, Statement of
Operations, Statement of Changes in Net Assets, Financial Highlights, Notes to
Financial Statements, and report of independent accountants.

The unaudited financial statements for the six months ended April 30, 1996 for
the Northstar Trust and for the six months ended June 30, 1996 for the Special,
Growth, Balance Sheet Opportunities, Government Securities, Strategic Income,
and High Yield Funds are filed herewith. The financial information for the six
months ended April 30, 1996 for the Trust and June 30, 1996 for the other Funds
includes the following: Statement of Investments, Statement of Assets and
Liabilities, Statement of Operations, Statement of Changes in Net Assets,
Financial Highlights and Notes to Financial Statements.

<PAGE>

(b) EXHIBITS - SPECIAL, GROWTH, BALANCE SHEET OPPORTUNITIES, GOVERNMENT
SECURITIES, STRATEGIC INCOME, AND HIGH YIELD FUNDS.

(1) Form of Amended and Restated Declaration of Trust (1)
(2) By-Laws (1)
(3) N/A
(4) N/A
(5) (a) Form of Investment Advisory Agreement (1)
(b) Subadvisory Agreement for Northstar Advantage Special
Fund (4)
(6) (a)-(d) Form of Underwriting Agreements for Classes A, B,
C and T Shares (1)
(e) Form of Dealer Agreement for Northstar Affiliated
Investment Cos.(1)
(f) Form of Special Dealer Agreement between Northstar
Distributors and Advest, Inc. (1)
(7) N/A
(8) Form of Custody Agreement (1)
(9) (a) Form of Transfer Agency Agreement (1)
(b) Form of Sub-Transfer Agency Agreement (1)
(c) Form of Administrative Services Agreement (1)
(d) Administration Agreement (3)
(10) N/A
(11) Consent of Independent Public Accountants*
(12) Annual Report to Shareholders (3)
(13) N/A
(14) N/A
(15) Form of Distribution Plan for Classes A, B, C and T
Shares (1)
(16) Performance Information (3)
(17) Powers of Attorney (2)
(18) Not Applicable
(27) Financial Data Schedules (EX-27)*
- ----------------------------------
NOTES TO EXHIBIT LISTING

* To be filed by amendment.

(1). Previously filed as an Exhibit to the Registrant's Post-Effecitve
Amendment as follows and incorporated herein by reference: Government
Securities Fund - PEA No. 16; Income Fund - PEA No. 15; Growth Fund -
PEA No. 15; Special Fund - PEA No. 15; High Yield Fund - PEA No. 11;
Strategic Income Fund - PEA No. 7.

(2). The Power of Attorney executed by Walter May was filed as an Exhibit to
the Registrant's Post-Effective Amendment as follows and is
incorporated herein by reference: Government Securities Fund - PEA No.
18; Balance Sheet Opportunities Fund - PEA No. 17; Growth Fund - PEA
No. 17; Special Fund - PEA No. 17; High Yield Fund - PEA No. 13; and
Strategic Income Fund - PEA No. 9. All other powers of attorney

<PAGE>

were filed as an Exhibit to the Registrant's Post-Effective Amendment
as follows and are incorporated herein by reference: Government
Securities Fund - PEA No. 15; Balance Sheet Opportunities Fund - PEA
No. 14; Growth Fund - PEA No. 14; Special Fund - PEA No. 14; High Yield
Fund - PEA No. 10; and Strategic Income Fund - PEA No. 6.

(3). Previously filed as an Exhibit to the Registrant's Post-Effective
Amendment as follows and incorporated herein by reference: Government
Securities Fund - PEA No. 17; Balance Sheet Opportunities Fund - PEA
No. 16; Growth Fund - PEA No. 16; Special Fund - PEA No. 16; High Yield
Fund - PEA No. 12; and Strategic Income Fund - PEA 8.

(4). Previously filed as an Exhibit to the Special Fund's Post- Effective
Amendment No. 16 and incorporated herein by reference.

<PAGE>

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

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

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of August 30, 1996, the Registrant had the following number of record
security holders:

<TABLE>
<CAPTION>
Title of Class Fund Number of Shareholders

<S> <C> <C> <C> <C> <C>
Shares of Income & Growth Fund (A) 1,663 (B) 3,699 (C) 1,641
Benefical High Total Return Fund (A) 5,532 (B) 12,641 (C) 1,781
Interest Special Fund (A) 4,695 (B) 9,027 (C) 2,612 (T) 3,981
Growth Fund (A) 193 (B) 666 (C) 48 (T) 6,556
Balance Sheet Opportunities (A) 92 (B) 438 (C) 29 (T) 5,033
Government Securities Fund (A) 118 (B) 529 (C) 21 (T) 6,617
Strategic Income Fund (A) 398 (B) 1,682 (C) 134 (T) 1,941
High Yield Fund (A) 652 (B) 3,848 (C) 544 (T) 8,165
</TABLE>

<PAGE>

ITEM 27. INDEMNIFICATION

Section 5.4 of Registrant's Declaration of Trust provides the following:

(a) Subject to Paragraph (c) hereof every person who is, or has been, a Trustee,
Officer, employee or agent of the Trust shall be indemnified by the Trust to the
fullest extent permitted by law against all liability and against all expenses
reasonably incurred or paid by him in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of his
being or having been a Trustee, Officer, employee or agent and against amounts
paid or incurred by him in the settlement thereof in such manner, provided, that
to the extent any claim, action, suit or proceeding involves any particular
Series or Classes of Shares of the Trust or the assets or operations of one or
more Series or Classes of Shares, such indemnification shall be provided only
from the assets (or proceeds thereof or income therefrom of such one or more
Series or Classes of Shares and not from the assets (or proceeds thereof or
income therefrom) of any other Series or Class of Shares of the Trust.

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

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

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

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

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

(B) based upon the review of readily available facts ( as
opposed to full trial-type inquiry) by (x) vote of a majority
of the Disinterested Trustees acting on the matter (provided
that a majority of the Disinterested Trustees then in office
act on the matter) or (y) written opinion of independent legal
counsel.

<PAGE>

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

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

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

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

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

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

<PAGE>

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

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

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

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

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

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

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

Margaret Patel Vice President/ Vice President, Northstar Affiliate
Managing Director Investment Cos. Former Vice

<PAGE>

President and Portfolio Manager for
Boston Security Cousellors, Inc.

Geoffrey Wadsworth Vice President/ Vice President - Northstar Affiliated
Investments Investment Companies.
and Portfolio
Manager

Jeffrey Aurigemma Vice Vice President - Northstar Affiliated
President - Investment Companies.
Investments

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

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

Gertrude Purus Vice Vice President Northstar Distributors
President - and Northstar Administrators Corp.
Operations

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

Mark Sfarra Vice Vice President - Northstar
President - Distributors, Inc.
Marketing
</TABLE>

ITEM 29. PRINCIPAL UNDERWRITER

(a) See "Management of the Funds" and "How to Purchase Shares" in the Prospectus
and "Underwriter and Distribution Services" in the Statement of Additional
Information, both of which are included in this Post-Effective Amendment to the
Registration Statement. Unless

<PAGE>

otherwise indicated, the principal business address for each person is c/o
Northstar, Two Pickwick Plaza, Greenwich, CT 06830.

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

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

Mark L. Lipson Chairman & Director Trustee and President

Robert J. Adler President None

Mark Blinder Reg. Vice President None

Richard Frances Reg. Vice President None

Daniel Leonard Reg. Vice President None

Stephen O'Brien Reg. Vice President None

David Linton Reg. Vice President None

Charles Dolce Reg. Vice President None

Hyman Glasman Reg. Vice President None

Stephen Vondrak Vice President None

Mark Sfarra Vice President None

Gertrude Purus Vice President None

Agnes Mullady Vice President Vice President
& Treasurer & Treasurer

</TABLE>

<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Custodial Trust Company acts as Custodian and maintains the following records at
its principal office at 101 Carnegie Center, Princeton, New Jersey 08540-6231
for the Northstar Trust, and State Street Bank and Trust Co. maintains such
records as Custodian and Fund Accounting Agent for the Special, Growth, Balance
Sheet Opportunities, Government Securities, Strategic Income and High Yield
Funds:

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

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

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

All other records required by item 30(a) are maintained at the office of the
Administrator, Two Pickwick Plaza, Greenwich, CT 06830.

ITEM 31. Management Services

Not Applicable.

ITEM 32. Undertakings

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

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

<PAGE>

(c) As to the Northstar Growth + Value Fund (the "Fund"), Registrant hereby
undertakes to file a post-effective amendment, using financial statements which
need not be certified, within four to six months from the effective date of the
Fund's registration statement.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Post-Effective Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Greenwich and the State of Connecticut on the 12th
day of September, 1996.

REGISTRANT

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

SIGNATURES TITLE DATE

JOHN G. TURNER Chairman and December 27, 1996
John G. Turner* Trustee

MARK L. LIPSON Trustee December 27, 1996
Mark L. Lipson*

JOHN R. SMITH Trustee December 27, 1996
John R. Smith*

PAUL S. DOHERTY Trustee December 27, 1996
Paul S. Doherty*

DAVID W. WALLACE Trustee December 27, 1996
David W. Wallace*

ROBERT B. GOODE, JR. Trustee December 27, 1996
Robert B. Goode, Jr.*

ALAN L. GOSULE Trustee December 27, 1996
Alan L. Gosule*

DAVID W.C. PUTNAM Trustee December 27, 1996
David W.C. Putnam*

WALTER H. MAY, JR. Trustee December 27, 1996
Walter H. May, Jr.**

AGNES MULLADY Principal Financial December 27, 1996
Agnes Mullady and Accounting Officer

<PAGE>

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

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

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

<PAGE>

INDEX TO EXHIBITS
---------------------
SPECIAL, GROWTH, BALANCE SHEET OPPORTUNITIES, STRATEGIC INCOME AND
HIGH YIELD FUNDS

Exhibit No. Under
Part C of Form N1-A Name of Exhibit Page Number Herein
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Exhibit 11 Consent of Independent
Accountants*

Exhibit 27 Financial Data Schedule EX-27*
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* To be filed by amendment.