EXHIBIT a(17)

                             NORTHSTAR GALAXY TRUST

                     ESTABLISHMENT AND DESIGNATION OF SERIES

The undersigned, being a majority of the Trustees of the Northstar Galaxy Trust,
a Massachusetts business trust (the "Trust"), acting pursuant to Section 5.11 of
the Declaration of Trust dated December 17, 1993, as amended (the "Declaration
of Trust"), hereby establish an additional series of the Trust (the
"Portfolio"), the Portfolio hereby created having the following special and
relative rights:

         1.       The Portfolio shall be designated as the Northstar Small Cap
                  Growth Portfolio.

         2.       The Portfolio shall be authorized to invest in cash,
                  securities, instruments and other property as from time to
                  time described in the then current prospectus and registration
                  statement for the Portfolio under the Securities Act of 1933.
                  Each share of beneficial interest of the Portfolio ("Share")
                  shall be redeemable, shall represent a pro rata beneficial
                  interest in the assets of the Portfolio, and shall be entitled
                  to receive its pro rata share of net assets allocable to such
                  shares of the Portfolio upon liquidation of the Portfolio, all
                  as provided in the Declaration of Trust. The proceeds of sales
                  of Shares of the Portfolio, together with any income and gain
                  thereon, less any dimunition or expenses thereof, shall
                  irrevocably belong to the Portfolio, unless otherwise required
                  by law.

         3.       Each share of beneficial interest of the Portfolio shall be
                  entitled to one vote (or fraction thereof in respect of a
                  fractional share) on matters which such Shares shall be
                  entitled to vote except to the extent otherwise required by
                  the Investment Company Act of 1940, or when the Trustees have
                  determined that the matter affects only the interest of
                  Shareholders of certain series within the Trust, in which case
                  only the Shareholders of such series shall be entitled to vote
                  thereon. Any matter shall be deemed to have been effectively
                  acted upon with respect to the Portfolio if acted upon as
                  provided in Rule 18f-2 under such Act or any successor rule
                  and in the Declaration of Trust.

         4.       The assets and liabilities of the Trust shall be allocated
                  among the Portfolio and each other series within the Trust, as
                  set forth in Section 5.11 of the Declaration of Trust, except
                  as described below:

                  (a)      Costs incurred by the Trust on behalf of the
                           Portfolio in connection with the organization and
                           initial registration and public offering of Shares of
                           the Portfolio shall be amortized or the Portfolio
                           over the lesser of the life of the Portfolio or the
                           five year period beginning with the month that the
                           Portfolio commences operations.

                  (b)      The Trustees may from time to time in particular
                           cases make specific allocation of assets or
                           liabilities among the series within the Trust and
                           each allocation of liabilities, expenses, costs,
                           charges and reserves by the



                           Trustees shall be conclusive and binding upon the
                           Shareholders of all series for all purposes.

         5.       The Trustees (including my successor Trustee) shall have
                  [ILLEGIBLE] assets and expenses or to change the designation
                  of the Portfolio now or hereafter created, or to otherwise
                  change the special and relative rights of the shareholders of
                  the portfolio, provided that such change shall not adversely
                  affect the rights of the shareholders of the portfolio.

Dated: July 29, 1998


                                         
/s/ John G. Turner                          /s/ Mark L. Lipson
----------------------------------          ----------------------------------
John G. Turner                              Mark L. Lipson

/s/ Paul S. Doherty                         /s/ Robert B. Goode
----------------------------------          ----------------------------------
Paul S. Doherty.                            Robert B. Goode, Jr.

/s/ David W. Wallace                        /s/ Walter May
----------------------------------          ----------------------------------
David W. Wallace                            Walter May

/s/ David W.C. Putnam                       /s/ Alan L. Gosule
----------------------------------          ----------------------------------
David W.C. Putnam                           Alan L. Gosule, Esq.

/s/ John R. Smith
----------------------------------
John R. Smith