SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
X Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14(c) or Section 240.14a-12
Banyan Short Term Income Trust
-----------------------------------------------------
(Name of Registrant as Specified in Its Charter
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(ii), 14a-6(i)(1), or 14a-6(j)(2).
$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Shares of Beneficial Interest
(2) Aggregate number of securities to which transaction applies:
6,667,410
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or Schedule and the date of its filing.
(1) Amount Previously Paid: N/A
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
FORM OF PROXY
BANYAN SHORT TERM INCOME TRUST
150 SOUTH WACKER DRIVE
SUITE 2900
CHICAGO, ILLINOIS 60606
This Proxy is solicited on behalf of the Board of Trustees
The undersigned hereby appoints Leonard G. Levine and Robert G. Higgins,
and each of them, as Proxies, with the power to appoint their substitutes, and
hereby authorizes them to represent and to vote, as designated below, all the
Shares of Beneficial Interest of Banyan Short Term Income Trust (the "Trust")
held of record by the undersigned on November 29, 1995, at the Annual Meeting of
Shareholders when convened on January 15, 1996, or any adjournment thereof.
Continued on the reverse side.
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
1. PROPOSAL to elect three Class A Trustees to serve until the next Annual
Meeting of Shareholders or otherwise as provided in the Trust's Fifth
Amended and Restated Declaration of Trust. (check one box):
VOTE FOR WITHHELD
NORMAN M. GOLD
GERALD L. NUDO
MARVIN A. SOTOLOFF
For, except vote withheld from the following nominee(s):
__________________________________________________________
2. PROPOSAL to concur in the selection of Ernst & Young LLP as the Trust's
independent auditor for the fiscal year ended December 31, 1995 (check one
box):
FOR AGAINST ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any adjournment
thereof.
DATED:___________________________, 1995
___________________________________
Signature
___________________________________
Signature if held jointly
Sign exactly as name appears at
left. If joint tenant, both should
sign. If attorney, executor,
administrator, trustee or guardian,
give full title as such. If a
corporation, please sign corporate
name by President or authorized
officer. If partnership, sign in
full partnership name by authorized
person.
Please promptly mark, date, sign and return this card using the enclosed
envelope. Please contact the Trust's proxy solicitor, Chemical Bank, at 1-800-
667-6589 with any questions regarding the above.
BANYAN SHORT TERM INCOME TRUST
150 South Wacker Drive, Suite 2900
Chicago, Illinois 60606
312-683-3672
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Banyan Short Term Income Trust:
Notice is hereby given that the annual meeting of shareholders (the
"Annual Meeting") of Banyan Short Term Income Trust, a Massachusetts business
trust (the "Trust"), will be convened at the Metropolitan Club, 233 S. Wacker
Drive, Sears Tower, 67 Floor, Chicago, Illinois, on January 15, 1996, at 10:00
a.m. Central Time (the "Meeting Date"). All holders of beneficial interest of
the Trust (the "Shareholders") are invited to attend the Annual Meeting. The
Trust will solicit proxies, pursuant to the enclosed Proxy Statement, for use at
the Annual Meeting on the Meeting Date or any adjournments thereof. The Trust
expects that a quorum will be present on the Meeting Date to act upon the
matters to be considered by the Shareholders. The Annual Meeting will be held
for the following purposes:
(1) To elect three Class A trustees to serve until the next Annual
Meeting of Shareholders or otherwise as provided in the Trust's
Fifth Amended and Restated Declaration of Trust;
(2) To concur in the selection of Ernst & Young LLP as the Trust's
independent auditor for the fiscal year ended December 31, 1995; and
(3) To transact any other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only Shareholders of record at the close of business November 29, 1995 are
entitled to receive notice of and to vote at the Annual Meeting or any
adjournment thereof (the "Eligible Holders"). A complete list of Eligible
Holders will be available for inspection at the Trust's offices for at least 10
days prior to the Annual Meeting.
A proxy statement and form of proxy are enclosed. Whether or not you
expect to attend the annual meeting, it is important that you promptly
fill in, sign, date and mail the proxy in the enclosed envelope so that
your shares may be voted for you.
By order of the Board of Trustees:
Robert G. Higgins
Secretary
The Trust's 1994 Annual Report is enclosed with this notice.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS OF
BANYAN SHORT TERM INCOME TRUST
January 15, 1996
This proxy statement is furnished to the holders (the "Shareholders") of
beneficial interest, no par value (the "Shares"), of Banyan Short Term Income
Trust, a Massachusetts business trust (the "Trust"), in connection with the
solicitation of proxies by the Trust's board of trustees (the "Trustees") for
use at the annual meeting of Shareholders. The Trust's Fifth Amended and
Restated Declaration of Trust (the "Declaration") requires the Trustees to call
and hold an annual meeting of Shareholders after delivery of the Trust's Annual
Report and within six months after the end of each fiscal year. Notwithstanding
this provision, the Trust's 1994 annual meeting of Shareholders was delayed
pending the sale of one of its properties and an analysis of the impact of that
sale on the Trust's future business plan. The Trust's 1994 annual meeting of
Shareholders will be convened on January 15, 1996, at 10:00 a.m. central time,
and any adjournment thereof (the "Annual Meeting"). Copies of this proxy
statement, the attached notice, and enclosed form of proxy were first sent or
given to Shareholders on or about December 6, 1995. Shareholders who wish to
attend the Annual Meeting should contact the Trust at 312-683-3672 to make
arrangements.
The Trust will bear all costs in connection with the solicitation of
proxies, including the cost of preparing, printing and mailing this Proxy
Statement. In addition to the use of the mails, proxies may be solicited by the
Trustees and the Trust's officers and agents. None of these individuals will be
additionally compensated, but they may be reimbursed for out-of-pocket expenses
in connection with the solicitation. Arrangements will also be made with
brokerage houses, banks and other custodians, nominees and fiduciaries for the
forwarding of solicitation material to the beneficial owners of the Shares held
of record by those persons, and the Trust may reimburse these custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in
connection therewith. The Trust will also retain the services of Chemical Bank
to assist in the solicitation of proxies for the Annual Meeting at a fee payable
by the Trust of $5,000 plus out-of-pocket expenses.
Shares represented by properly executed proxies in the accompanying form
received by the Trustees prior to the Annual Meeting will be voted at the Annual
Meeting. Shares not represented by properly executed proxies will not be voted.
If a Shareholder specifies a choice with respect to any matter to be acted upon,
the Shares represented by that proxy will be voted as specified. If the
Shareholder does not specify a choice, in an otherwise properly executed proxy,
with respect to any proposal referred to therein, the Shares represented by that
proxy will be voted with respect to that proposal in accordance with the
recommendations of the Trustees described herein. A Shareholder who signs and
returns a proxy in the accompanying form may revoke it by: (i) giving written
notice of revocation to the Trust before the proxy is voted at the Annual
Meeting; (ii) executing and delivering a later-dated proxy; or (iii) attending
the Annual Meeting and voting the Shares in person.
The close of business on November 29, 1995 has been fixed as the date for
determining those Shareholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). On the Record Date, the Trust had 6,667,410 Shares
outstanding, each of which entitles the holder thereof to one vote at the Annual
Meeting. Only Shareholders of record as of the Record Date will be entitled to
vote at the Annual Meeting. The presence of a majority of the outstanding
Shares represented in person or by proxy at the Annual Meeting, will constitute
a quorum. Accordingly, abstentions and broker non-votes will not affect the
outcome of the election of Trustees or the selection of auditors.
The mailing address of the principal executive offices of the Trust is 150
South Wacker Drive, Suite 2900, Chicago, Illinois 60606.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following entities are known by the Trust to be the beneficial owner
of more than 5% of the outstanding Shares as of October 30, 1995:
Name & Address of Amount &
Title of Class Beneficial Owner Nature of
Beneficial Percent
Ownership of Class
Shares of FMR Corp. 653,200 9.8%
Beneficial 82 Devonshire
Interest, No Par St., Boston, MA
Value 02109
Shares of Fir Tree Partners 789,300 11.8%
Beneficial 1211 Avenue of
Interest, No Par the Americas
Value 29th Floor
New York, NY
10035
Shares of Laifer, Inc. 344,200 5.2%
Beneficial 114 W. 47th St.
Interest, No Par 26th Floor
Value New York, NY
10036
The following table sets forth the number of Shares owned by all Trustees
and Officers owning Shares, and all Trustees and Officers as a group as of
October 30, 1995.
Amount & Nature
of
Name of Trustee or Beneficial Percent
Officer Ownership of Class
Leonard G. Levine, 10,955 Shares Less than 1%
President
Gerald L. Nudo, Trustee 4,000 Shares Less than 1%
Neil D. Hansen, First 4,000 Shares Less than 1%
Vice President
Robert G. Higgins, Vice 1,950 Shares Less than 1%
President, Secretary and
General Counsel
All Trustees and 20,905 Shares Less than 1%
Officers of the Trust as
a group (seven persons)
The Trustee is not aware of any arrangement, the operation of which may at
a subsequent date result in a change of control of the Trust.
MATTERS TO BE CONSIDERED BY SHAREHOLDERS
1. Election of Trustees
Three individuals will be elected at the Annual Meeting to serve as Class
A Trustees of the Trust until the next annual meeting of Shareholders, or
otherwise as provided in the Declaration. Unless instructions to the contrary
are given, the persons named as proxy voters in the accompanying proxy, or their
substitutes, will vote for the following nominees for Class A Trustees with
respect to all proxies received by the Trustees. If any nominee should become
unavailable for any reason, the votes will be cast for a substitute nominee
designated by the Trustees. The Trustees have no reason to believe that the
nominees named will be unable to serve if elected.
The nominees for Class A Trustees are as follows:
Principal Occupation(s) Trustee
Name Age During Past 5 Years Since
Norman M. Gold 65 Senior Partner in the law 1985
firm of Altheimer & Grey;
has practiced law for over
40 years, specializing in
tax, corporate and real
estate law; Trustee of New
Plan Realty Trust and
Banyan Strategic Realty
Trust; Director of Banyan
Management Corp.; Certified
Public Accountant; and a
member of Chicago and
American Bar Associations.
Gerald L. Nudo 45 Senior Vice President of 1985
Mesirow Realty Finance,
Inc. From 1982 until 1990,
Mr. Nudo was a Principal
and Vice President of
Capital Realty Services,
Inc., a commercial real
estate investment banking
company. Mr. Nudo is a
Director of Banyan
Management Corp. and Banyan
Strategic Land Fund II.
Mr. Nudo is also a
certified public accountant
and a licensed real estate
broker in Illinois.
Marvin A. Sotoloff 51 Regional Vice President of 1986
Premisys Marketing
Services, Inc., a division
of Premisys Real Estate
Services, Inc., a national
real estate services firm
involved in the leasing and
management of office,
retail and industrial
properties. Former
Executive Vice President of
Palmer Group, Ltd. 1979-
1993. A licensed real
estate broker, Mr. Sotoloff
is a Trustee of Banyan
Strategic Realty Trust and
a Director of Banyan
Management Corp. and a
member of the Illinois and
Pennsylvania Bar
Associations.
The Trustees are required to meet at least four times per year either in
person or by telephonic conference. The Trustees met five times in 1994. The
Trustees have not established any nominating, compensation or other committees
or other groups performing similar functions. The Trustees perform all
functions of the audit committee and met as an audit committee one time during
the year 1994.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Trust's officers and Trustees, and persons who own more than ten percent of
a registered class of the Trust's equity securities, to file initial statements
of beneficial ownership (Form 3), and statements of changes in beneficial
ownership (Forms 4 or 5), of Shares and other equity securities of the Trust
with the Securities and Exchange Commission (the "SEC") and the American Stock
Exchange ("Amex"). The SEC requires officers, Trustees, and greater than 10%
Shareholders to furnish the Trust with copies of all these forms filed with the
SEC or AMEX.
To the Trust's knowledge, based solely on its review of the copies of
these forms received by it, or written representations from certain reporting
persons that no additional forms were required for those persons, the Trust
believes that all filing requirements applicable to its officers, Trustees, and
Shareholders owning greater than 10% of the Shares were complied with during
1994.
RECOMMENDATION OF THE BOARD: The Trustees hereby recommend and nominate
Messrs. Gold, Nudo and Sotoloff for election as Class A Trustees of the Trust by
the Shareholders at the Annual Meeting to serve until the next annual meeting of
Shareholders or as otherwise provided in the Declaration of Trust.
The affirmative vote of a majority of the votes cast by Shareholders
present in person or by proxy and eligible to vote at the Annual Meeting, a
quorum being present, is required to elect each of the nominees listed above.
2. Selection of Independent Auditor
The Trust's financial statements including those for the fiscal year ended
December 31, 1994 are included in the Annual Report furnished to all
Shareholders. The year-end statements have been audited by the independent firm
of Ernst & Young LLP which has served as the Trust's independent auditor since
the fiscal year ended December 31, 1990. The total fees paid or accrued to
Ernst & Young LLP in connection with the 1994 audit is approximately $38,000.
The Trustees believe that Ernst & Young LLP is knowledgeable about the Trust's
operations and accounting practices and is well qualified to act in the capacity
of independent auditor. Therefore, the Trustees have selected Ernst & Young LLP
as the Trust's independent auditor to examine its financial statements for the
fiscal year ended December 31, 1995. Although the selection of an auditor does
not require a Shareholder vote, the Trustees believe it is desirable to obtain
the concurrence of the Shareholders to this selection. Due to the difficulty
and expense involved in retaining another independent firm on short notice, the
Trustees do not contemplate appointing another firm to act as the Trust's
independent auditor for fiscal year 1995 if the Shareholders do not concur in
the appointment of Ernst & Young LLP. Instead, the Trustees will consider the
vote as advice in making their selection of an independent auditor for the
following year, if necessary.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD: The Trustees consider Ernst & Young LLP to
be well-qualified and recommends that the Shareholders concur in the following
resolution which will be presented for a vote of the Shareholders at the Annual
Meeting.
RESOLVED, that the Shareholders concur in the appointment by the Board of
Ernst & Young LLP to serve as the Trust's independent auditor for the fiscal
year ended December 31, 1995.
The affirmative vote of a majority of the votes cast by Shareholders
present in person or by proxy and eligible to vote at the Annual Meeting, a
quorum being present, is required for the adoption of the foregoing resolution.
EXECUTIVE OFFICERS
The following table sets forth information with respect to the Trust's
executive officers. Each officer is elected annually by the Trustees and serves
until his successor is elected and qualified or until his death, resignation or
removal by the Trustees:
NAME AND AGE OFFICE AND OTHER PRINCIPAL
YEAR OCCUPATIONS
FIRST ELECTED DURING PAST FIVE YEARS
Leonard G. Levine; 48 President, For a period in excess
1990 of five years prior to
January 1, 1990, Mr.
Levine was Senior Vice
President of VMS Realty
Partners, Inc. Mr.
Levine also serves as
President of Banyan
Mortgage Investment
Fund, Banyan Strategic
Land Fund II and Banyan
Strategic Realty Trust
(collectively, these
Banyan entities are
referred to as the
"Banyan Funds"). In
addition, Mr. Levine is
a Director of Banyan
Management Corp.
Neil D. Hansen; 49 First Vice From 1988 to 1990, Mr.
President, Hansen was Senior Vice
1991 President of Ruff
Callaghan & Hemmeter
Company and Executive
Vice President,
Secretary and Treasurer
of Resort Income
Investors, Inc. Mr.
Hansen also serves as
First Vice President of
each of the Banyan
Funds and Banyan
Management Corp.
Robert G. Higgins; 43 Vice From 1990 to 1992, Mr.
President- Higgins was a contract
General partner at the law firm
Counsel, of Chapman and Cutler.
1992; From 1984 to 1990, Mr.
Secretary, Higgins was a partner
1995 at the law firm of
Schwartz & Freeman
where he concentrated
in all areas of real
estate development.
Mr. Higgins is admitted
to the bar in the
states of Illinois,
Minnesota and Texas.
Mr. Higgins also serves
as general counsel of
each of the Banyan
Funds and Banyan
Management Corp.
Joel L. Teglia; 33 Vice President From 1991 to 1994, Mr.
and Chief Teglia was the
Financial Controller for Banyan
Officer, 1994 Management Corp. From
1986 to 1990 Mr. Teglia
held positions as
Project Controller and
Director of Finance and
Budgeting at the Prime
Group, Inc., an
international real
estate investment and
development firm. Mr.
Teglia also serves as
Vice President and
Chief Financial Officer
of each of the Banyan
Funds and is the
Treasurer and Assistant
Secretary of Banyan
Management Corp.
COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS
A. Trustee Compensation
The Class A Trustees are paid an annual fee of $15,000, payable quarterly,
plus $875 for each Board meeting, including meetings of the audit committee,
attended in person and $250 an hour for each Board meeting, including meetings
of the audit committee, attended via telephonic conference call. In addition,
each Trustee is reimbursed for out-of-pocket expenses incurred in attending
meetings of the Board.
B. Executive Compensation
Compensation paid to executive officers of the Trust for the years ended
December 31, 1994, 1993 and 1992 is as follows:
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Other All
Annual Other
Compen Restricted Compen
- Stock Options/ LTIP -
Year Salary Bonus(2) sation Award(s) SARs (#) Payouts sation
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Leonard G. Levine 1994 $40,610 $29,441 n/a n/a n/a n/a n/a
1993 $40,610 $ 5,705 n/a n/a n/a n/a n/aPresident & Chief
Executive
1992 $38,610 $12,450 n/a n/a n/a n/a n/aOfficer(1)
<FN1> (1) Compensation for the next four highest paid executives
of the Trust was less than $100,000 per individual.
<FN2> (2) See incentive compensation program disclosure below.
</TABLE>
Mr. Levine serves as chief executive officer of the Trust pursuant to an
employment agreement effective January 1, 1990. This agreement is automatically
renewed each year unless either the Trust or Mr. Levine gives notice of
termination before March 31 preceding the end of the current employment period.
As notice was not given by either party prior to March 31, 1994, the agreement
has been automatically renewed through December 31, 1995. On December 31, 1992,
Mr. Levine's contract was amended and his base salary was adjusted effective
July 1, 1992. All other terms of his original contract remained in effect
through December 31, 1993.
For the period January 1, 1992 through June 30, 1992, Mr. Levine was paid
based on an annual salary of $36,610. Effective July 1, 1992, pursuant to the
terms of his amended employment contract, Mr. Levine was paid based on an annual
salary of $40,610 which will be adjustable effective January 1 of each year
beginning January 1, 1994 based on increases in the Consumer Price Index and
merit factor, but any increases are at the sole discretion of the Board.
In addition to his base salary, Mr. Levine is eligible to receive a bonus
based on merit performance which may be granted at the discretion of the Board
of Trustees of the Trust. Further, Mr. Levine is also eligible to receive
compensation under an incentive compensation program included in his contract.
Mr. Levine's incentive compensation earnings are calculated based on the
following four components: (i) 0.56% of the amount of the Trust's
collateralized claims which are converted into cash; (ii) 1.35% of the amount of
the Trust's unsecured claims which are converted into cash; (iii) the percentage
increase in the Trust's market capitalization between January 1, 1990 and the
end of each calendar year (0.25% of the first 10% increase, .50% of the next 10%
increase and 1.00% of any increase in excess of 20%); and (iv) 0.1% of the
amount of cash distributions to Shareholders of the Trust. The total incentive
compensation that Mr. Levine may receive in any year (on a cumulative basis)
from the Trust is subject to certain limitations. Any amounts in excess of
these limits are deferred. In order to be eligible to receive the incentive
compensation for the preceding calendar year, Mr. Levine must be employed by the
Trust on March 31 of the following year. Except as provided below, any
incentive compensation which has not been paid prior to Mr. Levine's termination
will be forfeited.
If the Trust terminates Mr. Levine for cause or Mr. Levine voluntarily
terminates, all incentive compensation not previously paid to Mr. Levine is
forfeited and he is not entitled to any severance payment. In the event of Mr.
Levine's death or permanent disability, he is entitled to all incentive
compensation earned through the date of his disability or death plus any
disability or life insurance proceeds, but he is not entitled to any other
severance payments. If his employment is terminated without cause following a
change of control (as defined in the agreement), the Trust will continue to pay
Mr. Levine's salary during the remainder of the employment period and will pay
him all incentive compensation which he would have earned if all the Trust's
assets had been converted into cash and all proceeds were distributed. If Mr.
Levine is terminated without cause but no change of control has occurred, he
will receive a severance payment equal to one year's salary plus all incentive
compensation earned through the date of his termination (including incentive
compensation based upon assets converted into cash within one year following his
termination in accordance with an expression of interest received by the Trust
prior to Mr. Levine's termination), plus an amount equal to the full cost of
continuing Mr. Levine's health benefits for one year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Banyan Management Corp. performs certain administrative and accounting
services on behalf of the Trust for which it is reimbursed at cost. Banyan
Management Corp. is owned by the Trust and the other Banyan Funds. Mr. Levine
is the president of Banyan Management Corp. for which he receives no additional
compensation. Messrs. Hansen, Higgins and Teglia are employees of the Trust but
are compensated by Banyan Management Corp. Their compensation is included in
the administrative costs allocated by Banyan Management Corp. to and reimbursed
by the Trust. The directors/trustees of all of the Banyan Funds, including the
Trust's Trustees, serve as directors of Banyan Management Corp. but receive no
additional compensation. Administrative costs reimbursed by the Trust to Banyan
Management Corp. for the years ended December 31, 1994, 1993, and 1992 totalled
$289,626, $440,191, and $347,379 respectively. Banyan Management Corp.
allocates its operating expenses among the Banyan Funds for which it performs
services and acts as a common paymaster for the Trust and the Banyan Funds.
SHAREHOLDER PROPOSALS
Shareholder proposals for the 1995 Annual Meeting of Shareholders must be
received by the Trust at its executive office in Chicago, Illinois, on or prior
to March 1, 1996 for inclusion in the Trust's proxy statement for that meeting.
Any Shareholder proposal must meet the requirements set forth in the rules of
the Securities and Exchange Commission relating to shareholder proposals.
OTHER MATTERS
As of the date of this Proxy Statement, no other business other than that
discussed above is to be acted upon at the Annual Meeting. If other matters not
known to the Board should, however, properly come before the Annual Meeting, the
persons appointed by the signed proxy intend to vote it in accordance with their
best judgment.
By the order of the Board of Trustees,
Leonard G. Levine
President
Chicago, Illinois
October 31, 1995
A copy of the Banyan Short Term Income Trust 1994 Annual
Report on Form 10-KSB filed with the Securities and Exchange
Commission will be supplied without charge. Requests for the
Report should be directed to:
Banyan Short Term Income Trust
Attn: Investor Relations Department
150 South Wacker Drive
Suite 2900
Chicago, Illinois 60606
(312) 683-3672
YOUR VOTE IS IMPORTANT, THE PROMPT RETURN OF PROXIES WILL SAVE THE TRUST THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES. PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
153170-7
