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<PAGE> PAGE 2
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<PAGE> PAGE 3
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SIGNATURE ROBERT J. DIDOMENICO
TITLE TREASURER
Item 77C: Submission of matters to a
vote of securities holders
(a) The 1996 annual meeting of shareholders was held on
April 22, 1996.
(b) The following persons were elected directors at the
annual meeting being all of the directors named in
Registrant's proxy statement and now in office:
Dr. Donald C. Carroll
Paul B. Fay, Jr.
Robert F. Gurnee
John C. Jansing
James S. Morgan
Philip R. Reynolds
Marciarose Shestack
Mark E. Stalnecker
(c) At the annual meeting, the stockholders also voted to
ratify the selection of Deloitte & Touche LLP as auditors
to examine the books and securities for the period
December 1, 1995 to November 30, 1996. 5,279,230
shares were cast in favor of such ratification.
27,608 shares were cast against such ratification; and
87,046 shares abstained from voting on this matter.
(d) At the annual meeting, the stockholders also voted to
approve the Investment Advisory Agreement dated as of
April 22, 1996 between CoreStates Investment Advisers,
Inc. and Registrant. 5,170,645 shares voted in favor
of such approval; 61,726 shares were cast against such
ratification; and 161,513 shares abstained from voting
on this matter.
Exh99-1.txt
The Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
We are independent public accountants with respect
to Vestaur Securities, Inc. ("Vestaur"). We have
performed procedures relating to the investment
accounts shown by the books and records of Vestaur
from the date of our last similar procedures on
November 30, 1995 to May 16, 1996. It is understood
that this report is solely for the use of management
and the Securities and Exchange Commission and
should not be used for any other purpose.
Securities owned as of the close of business on May
16, 1996, shown by the books and records, were in
the custody of the CoreStates' Trust Department
("CoreStates") at May 16, 1996, but were physically
located at the Depository Trust Company, the
Participant Trust Company, a depository for
Government National Mortgage Association securities,
the Federal Reserve Bank, the depository for Federal
Home Loan Bank and Federal National Mortgage
Association Securities, or at American Express, the
issuer of short-term commercial paper held by
Vestaur. We confirmed these security holdings with
CoreStates. We obtained a confirmation for the
$28,513 Residential Mortgage Participation Note, 8-
3/8%, from the custodian, Provident National Bank,
("Provident"), 17th and Chestnut Streets,
Philadelphia, Pennsylvania. We compared and
reconciled Vestaur's security records as of May 16,
1996 to the confirmations received from CoreStates
and Provident.
Because the above procedures do not constitute an
audit conducted in accordance with generally
accepted auditing standards, we do not express an
opinion on the investment accounts referred to
above. In connection with the procedures referred
to above, no matters came to our attention that
caused us to believe that the specified accounts
should be adjusted. Had we performed additional
procedures or had we audited the financial
statements in accordance with generally accepted
auditing standards, matters might have come to our
attention that would have been reported to you.
This report relates only to the investments
specified above and does not extend to any financial
statements of Vestaur Securities, Inc. taken as a
whole.
May 16, 1996
Exh99-2.txt
The Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
We are independent public accountants with respect to Vestaur
Securities, Inc. ("Vestaur"). We have performed procedures
relating to the investment accounts shown by the books and
records of Vestaur from the date of our last similar
procedures on May 16, 1996 to August 13, 1996. It is
understood that this report is solely for the use of
management and the Securities and Exchange Commission and
should not be used for any other purpose.
Securities owned as of the close of business on August 13,
1996, shown by the books and records, were in the custody of
the CoreStates' Trust Department ("CoreStates") at August 13,
1996, but were physically located at the Depository Trust
Company, the Participant Trust Company, a depository for
Government National Mortgage Association securities, the
Federal Reserve Bank, the depository for Federal Home Loan
Bank and Federal National Mortgage Association Securities, or
at General Electric, the issuer of short-term commercial
paper held by Vestaur. We confirmed these security holdings
with CoreStates. We obtained a confirmation for the $23,657
Residential Mortgage Participation Note, 8-3/8%, from the
custodian, Provident National Bank, ("Provident"), 17th and
Chestnut Streets, Philadelphia, Pennsylvania. We compared
and reconciled Vestaur's security records as of August 13,
1996 to the confirmations received from CoreStates and
Provident.
Because the above procedures do not constitute an audit
conducted in accordance with generally accepted auditing
standards, we do not express an opinion on the investment
accounts referred to above. In connection with the
procedures referred to above, no matters came to our
attention that caused us to believe that the specified
accounts should be adjusted. Had we performed additional
procedures or had we audited the financial statements in
accordance with generally accepted auditing standards,
matters might have come to our attention that would have been
reported to you. This report relates only to the investments
specified above and does not extend to any financial
statements of Vestaur Securities, Inc. taken as a whole.
August 13, 1996
Exh99-6.txt
The Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
We are independent public accountants with respect to Vestaur
Securities, Inc. ("Vestaur"). We have performed procedures
relating to the investment accounts shown by the books and
records of Vestaur from the date of our last similar
procedures on August 13, 1996 to November 30, 1996. It is
understood that this report is solely for the use of
management and the Securities and Exchange Commission and
should not be used for any other purpose.
Securities owned as of the close of business on November 30,
1996, shown by the books and records, were in the custody of
the CoreStates' Trust Department ("CoreStates") at November
30, 1996, but were physically located at the Depository Trust
Company, the Participant Trust Company, a depository for
Government National Mortgage Association securities, the
Federal Reserve Bank, the depository for Tennessee Valley,
Series C, or at American Express, the issuer of short-term
commercial paper held by Vestaur. We confirmed these
security holdings with CoreStates. We obtained a
confirmation for the $22,623 Residential Mortgage
Participation Note, 8-3/8%, from the custodian, Provident
National Bank, ("Provident"), 17th and Chestnut Streets,
Philadelphia, Pennsylvania. We compared and reconciled
Vestaur's security records as of November 30, 1996 to the
confirmations received from CoreStates and Provident.
Because the above procedures do not constitute an audit
conducted in accordance with generally accepted auditing
standards, we do not express an opinion on the investment
accounts referred to above. In connection with the
procedures referred to above, no matters came to our
attention that caused us to believe that the specified
accounts should be adjusted. Had we performed additional
procedures or had we audited the financial statements in
accordance with generally accepted auditing standards,
matters might have come to our attention that would have been
reported to you. This report relates only to the investments
specified above and does not extend to any financial
statements of Vestaur Securities, Inc. taken as a whole.
December 20, 1996
Exh99-3.txt
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
We have audited the accompanying statements of assets and
liabilities of Vestaur Securities, Inc. (the "Company") as of
November 30, 1996 and 1995, including the schedule of
investments as of November 30, 1996, and the related
statements of operations and changes in net assets for the
years ended November 30, 1996 and 1995, and the financial
highlights for each of the five years in the period ended
November 30, 1996. These financial statements and financial
highlights are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements and financial highlights are
free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures
included confirmation of securities owned at November 30,
1996 by correspondence with the custodians. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial
highlights present fairly, in all material respects, the
financial position of Vestaur Securities, Inc. as of November
30, 1996 and 1995, and the results of its operations and
changes in its net assets for the years then ended, and the
financial highlights for each of the five years in the period
ended November 30, 1996 in conformity with generally accepted
accounting principles.
December 20, 1996
Exh 99-4.txt
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Vestaur Securities, Inc.
Philadelphia, Pennsylvania
In planning and performing our audit of the financial
statements of Vestaur Securities, Inc. for the year ended
November 30, 1996 (on which we have issued our report dated
December 20, 1996), we considered its internal control
structure, including procedures for safeguarding securities,
in order to determine our auditing procedures for the purpose
of expressing our opinion on the financial statements and to
comply with the requirements of Form N-SAR, not to provide
assurance on the internal control structure.
The management of Vestaur Securities, Inc. is responsible for
establishing and maintaining an internal control structure.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of internal control structure policies and
procedures. Two of the objectives of an internal control
structure are to provide management with reasonable, but not
absolute, assurance that assets are safeguarded against loss
from unauthorized use or disposition and transactions are
executed in accordance with management's authorization and
recorded properly to permit preparation of financial
statements in conformity with generally accepted accounting
principles.
Because of inherent limitations in any internal control
structure, errors or irregularities may occur and not be
detected. Also, projection of any evaluation of the
structure to future periods is subject to the risk that it
may become inadequate because of changes in conditions or
that the effectiveness of the design and operation may
deteriorate.
Our consideration of the internal control structure would not
necessarily disclose all matters in the internal control
structure that might be material weaknesses under standards
established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the
design or operation of the specific internal control
structure elements does not reduce to a relatively low level
the risk that errors or irregularities in amounts that would
be material in relation to the financial statements being
audited may occur and not be detected within a timely period
by employees in the normal course of performing their
assigned functions. However, we noted no matters involving
the internal control structure, including procedures for
safeguarding securities, that we consider to be material
weaknesses as defined above as of November 30, 1996.
This report is intended solely for the information and use of
management and the Securities and Exchange Commission.
December 20, 1996
Exh99-5.txt
