<PAGE>
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
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2
The Palladian Trust
---------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] 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:
---------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------------
<PAGE>
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
----------------------------------------------------------------------
<PAGE>
FIRST ING LIFE INSURANCE COMPANY OF NEW YORK
THE PALLADIAN TRUST
Dear Certificate Owner:
The Palladian Trust (the "Trust") will hold an annual meeting of shareholders in
its offices, 4225 Executive Square, Suite 270, La Jolla, California 92037, on
December 5, 1997 at 10:00 a.m.
The attached Notice and Statement Concerning the Annual Meeting discusses the
single issue that will be considered at the meeting -- the approval of Coopers &
Lybrand, L.L.P., as the independent accountant for the Trust for 1997. The
Board of Trustees of the Trust, including the trustees who are not interested
persons of the Trust, has considered the proposal and determined that its
approval is in the best interest of the contract owners participating in the
Trust.
You, as the owner of a variable annuity certificate that participates in the
First ING of New York Separate Account A1, are entitled to instruct First ING
Life Insurance Co. of New York how to vote a number of shares of the Capital
Stock of the Trust related to your interest in the separate account as of the
close of business on October 17, 1997.
Please take a few minutes to consider this matter and then exercise your right
to give your instructions by completing, dating, and signing the enclosed voting
instruction form. Included is a self-addressed and postage-paid envelope for
your convenience. IN ORDER TO BE GIVEN EFFECT, YOUR VOTING INSTRUCTIONS MUST BE
RECEIVED NO LATER THAN DECEMBER 1, 1997.
If you have any questions about these materials, please contact the Customer
Service Center at 1-800-240-9099.
Steve Christopher H. Michael Schwartz
President President
First ING Life Insurance Co. The Palladian Trust
of New York
<PAGE>
THE PALLADIAN TRUST
4225 Executive Square, Suite 270
La Jolla, California 92037
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF THE TRUST--DECEMBER 5, 1997
An annual meeting of shareholders of The Palladian Trust (the "Trust") will be
held in the offices of the Trust, 4225 Executive Square, Suite 270, La Jolla,
California 92037, on December 5, 1997 at 10:00 a.m. for the following purposes:
1. To ratify or reject the selection of Coopers & Lybrand, L.L.P., as
independent accountant for the Trust for 1997;
2. To transact such other business as may properly come before the
meeting.
By order of the Board of Trustees.
H. Michael Schwartz
Secretary
The Palladian Trust
<PAGE>
STATEMENT CONCERNING THE
ANNUAL MEETING OF SHAREHOLDERS OF
THE PALLADIAN TRUST
DECEMBER 5, 1997
First ING Life Insurance Company of New York ("First ING") and The Board of
Trustees of The Palladian Trust (the "Trust") are hereby soliciting voting
instructions for an annual meeting of shareholders of the Trust to be held on
December 5, 1997 at 10:00 a.m. at the Trust's Executive Offices, 4225 Executive
Square, Suite 270, La Jolla, California 92037, and at any and all adjournments
thereof. The approximate date on which this statement and the voting
instruction form will first be sent to certificate owners is November 10, 1997.
At the annual meeting the shareholders of the Trust will be asked:
To ratify or reject the selection of Coopers & Lybrand, L.L.P., as the
independent accountant of the Trust for 1997.
The record date for determination of the persons to be treated as shareholders
of record for purposes of this annual meeting was October 17, 1997. There are
1,370,194.888 votes eligible to be cast at the meeting, representing the number
of shares of Capital Stock of the Trust held as of the close of business on
October 17, 1997 in the First ING of New York Separate Account A1 (the "Separate
Account") and other separate accounts as the result of the sale of variable
annuity contracts, plus the number of shares of Capital Stock owned by the
Trust's Portfolio Managers and Palladian Advisors, Inc. ("PAI"), as described
below. The Trust is divided into six Portfolios, and a different class of
Capital Stock is issued with respect to each Portfolio. Only five of the
Portfolios are currently operational and available to certificate owners. These
Portfolios are: Value Portfolio, Growth Portfolio, International Growth
Portfolio, Global Strategic Income Portfolio, and Global Interactive/Telecomm
Portfolio. Shares of each such class of Capital Stock are held by the Separate
Account in its corresponding subaccount as follows:
<TABLE>
<CAPTION>
International Global Global
Value Growth Growth Strategic Income Interactive/Telecomm
----- ------ ------ ---------------- --------------------
<S> <C> <C> <C> <C>
1,073.492 1,565.508 885.939 0 888.084
</TABLE>
Shares are also held in separate accounts of Allmerica Financial Life Insurance
and Annuity Company and First Allmerica Financial Life Insurance Company as
follows:
<TABLE>
<CAPTION>
International Global Global
Value Growth Growth Strategic Income Interactive/Telecomm
----- ------ ------ ---------------- --------------------
<S> <C> <C> <C> <C>
333,966.594 295,016.316 275,220.544 145,548.065 109,151.036
</TABLE>
<PAGE>
-2-
The sixth Portfolio, the Balanced Opportunity Portfolio, has not yet commenced
operation and its shares are not yet publicly available.
Each certificate owner issued is entitled to have the number of Trust shares
related to his or her interests in the Separate Account voted in accordance
with his or her instructions. Each full share shall have one vote, and each
fractional share shall have a proportionate fractional vote. Votes of
abstaining shareholders are not counted. The ratification or rejection of the
selection of auditors will be determined by all Portfolios acting in the
aggregate. If a certificate owner submits a properly executed voting
instruction form but omits instructions with respect to the specific item,
First ING will vote the appropriate number of Trust shares as if such
certificate owner had given instructions to vote for approval of such items.
First ING will vote Trust shares held in each subaccount for which it does
not receive properly executed instruction forms in the same proportion as it
votes Trust shares held in that subaccount for which it does receive such
forms. In addition, the Portfolio Managers (or their affiliates) own shares
of Capital Stock as follows:
<TABLE>
<CAPTION>
% of % of
Portfolio Portfolio Manager Shares Portfolio Trust
- --------- ----------------- ------ --------- -----
<S> <C> <C> <C> <C>
Value Portfolio GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1434 52,909.007 13.6% 3.9%
Global Strategic Fischer Francis Trees & Watts, Inc.
200 Park Avenue, 46th Floor
New York, New York 10166 100,645.291 40.9% 7.3%
Global Interactive/ GAMCO Investors, Inc.
Telecomm Portfolio One Corporate Center
Rye, New York 10580-1434 50,244.000 31.5% 3.7%
</TABLE>
Each Portfolio Manager has agreed to vote its shares of Capital Stock in the
same proportion as the other Trust shares held in the respective subaccount are
voted.
PAI (the Trust's overall investment advisor) holds the following Trust shares
purchased in connection with the organization of the Trust: Value (1,058.180);
Growth (1,000.000); Balanced Opportunity (1,000.000); International Growth
(1,017.754); and Global Interactive/Telecom (1,004.880). PAI will vote these
shares in the same proportion as the Trust shares held in each respective
subaccount are voted.
Voting instructions, in order to be effective, must be received by the Trust
prior to the close of business on December 1, 1997. Such instructions may be
revoked provided written notice of revocation is received by the Trust at 4225
Executive Square, Suite 270, La Jolla, California
<PAGE>
-3-
92037, prior to the close of business on December 1, 1997. This solicitation is
being made by mail, but it may also be by facsimile, telephone or personal
interview. The costs of this solicitation will be borne by the Trust.
RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANT
The Board of Trustees has reappointed Coopers & Lybrand, L.L.P., as independent
accountant for the Trust for 1997. The reappointment of Coopers & Lybrand
continues a relationship that began in 1995 when the Trust initially selected
Coopers & Lybrand as the accountant for the Trust. Coopers & Lybrand has no
direct or material indirect financial interest in the Trust.
Pursuant to the 1940 Act, the decision of the Trust to continue employment of
Coopers & Lybrand is subject to ratification or rejection by stockholders at the
annual meeting if such meeting is held. The Board recommends ratification of
Coopers & Lybrand as the Trust's independent public accountant. Representatives
of Coopers & Lybrand are not expected to be present at the shareholder meeting.
OTHER MATTERS
The management is not currently aware of any other matters that will be
considered at the meeting. However, unless authority is withheld, First ING may
vote properly executed voting instruction forms in accordance with its best
judgment on any other business that properly comes before the meeting.
MEETING PROPOSALS
The Trust must receive a proposal intended to be presented at a meeting of
persons having voting rights a reasonable time before the solicitation of
proxies is made, usually 120 days before the mailing. The Trust does not
ordinarily hold annual meetings. Therefore, the Trust will retain all proposals
received from persons having voting rights, which will then be eligible to be
considered for distribution with the proxy materials for the next called meeting
of such persons.
ADDITIONAL INFORMATION
The Trust will furnish to any certificate owner, upon request and without
charge, a copy of the Trust's most recent annual and semi-
annual reports to shareholders. Please contact H. Michael Schwartz, The
Palladian Trust, 4225 Executive Square, Suite 270, La Jolla, California 92037,
or call (800) 423-4891, ext. 605.
PAI serves as the Trust's overall investment advisor. Its principal place of
business is 4225 Executive Square, Suite 270, La Jolla, California 92037.
Tremont Partners, Inc., has been
<PAGE>
-4-
retained as Portfolio Advisor. Tremont Partners' principal place of business is
One Corporate Center at Rye, 555 Theodore Fremd Avenue, Rye, New York, 10580.
Tremont Partners is affiliated with GAMCO Investors, Inc., one of the Portfolio
Managers.
The Trust retains a Portfolio Manager for each Portfolio of the Trust. The
names and addresses of the Portfolio Managers for the Value, Global Strategic
Income and Global Interactive/Telecomm Portfolios are listed above.
Stonehill Capital Management, Inc., 277 Park Avenue, New York, New York,
10172, serves as Portfolio Manager for the Growth Portfolio. Bee &
Associates Incorporated, 370 17th Street, Suite 5150, Denver Colorado, 80202,
serves as Portfolio Manager for the International Growth Portfolio.
Western Capital Financial Group, Inc. ("Western Capital"), 4225 Executive
Square, Suite 325, La Jolla, California 92037, serves as the principal
underwriter of the shares of the Portfolios. The sole shareholder and president
of Western Capital is also an officer and shareholder of PAI and the Trust.
<PAGE>
VOTING INSTRUCTION FORM
For The Annual Meeting Of Shareholders Of The Palladian Trust
IN ORDER TO BE GIVEN EFFECT, YOUR VOTING INSTRUCTIONS
MUST BE RECEIVED NO LATER THAN DECEMBER 1, 1997.
John Doe
123 Main Street
New York, NY 10001
Contract No: _________
Dear Certificate Owner:
FIRST ING LIFE INSURANCE CO. OF NEW YORK ("FIRST ING") AND THE BOARD OF TRUSTEES
OF THE PALLADIAN TRUST (THE "TRUST") SOLICIT YOUR VOTING INSTRUCTIONS AND
RECOMMEND A VOTE OF "RATIFY" ON THE ITEM BELOW. FIRST ING WILL VOTE THE
APPROPRIATE NUMBER OF TRUST SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO
CHOICE IS MADE, FIRST ING WILL VOTE "RATIFY". WITH RESPECT TO ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, FIRST ING WILL VOTE IN
ACCORDANCE WITH ITS BEST JUDGMENT.
FIRST ING -- FOR THE PURPOSE OF VOTING ON THE ITEM IN THE AGENDA SET FORTH IN
THE NOTICE AND STATEMENT CONCERNING THE ANNUAL MEETING OF SHAREHOLDERS OF THE
PALLADIAN TRUST AT SUCH ANNUAL MEETING TO BE HELD ON DECEMBER 5, 1997 OR AT ANY
ADJOURNMENT THEREOF -- IS HEREBY INSTRUCTED TO VOTE THE TRUST SHARES AS TO WHICH
I AM ENTITLED TO GIVE INSTRUCTIONS AS FOLLOWS:
- --------------------------------------------------------------------------------
RATIFY REJECT ABSTAIN
------ ------ -------
Selection of Coopers & Lybrand, L.L.P., / / / / / /
as Independent Accountant of
the Trust for 1997
- --------------------------------------------------------------------------------
PLEASE MARK THE CHOICE LIKE THIS: /X/
Each owner should sign as his/her name appears on the top of this form; if a
contract is owned jointly, each owner should sign; if a contract is held in a
fiduciary capacity, the fiduciary should sign and indicate his/her fiduciary
capacity.
SIGNATURE___________________DATE________
SIGNATURE___________________DATE________
<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
THE PALLADIAN TRUST
Dear Contract Owner:
The Palladian Trust (the "Trust") will hold an annual meeting of shareholders in
its offices, 4225 Executive Square, Suite 270, La Jolla, California 92037, on
December 5, 1997 at 10:00 a.m.
The attached Notice and Statement Concerning the Annual Meeting discusses the
single issue that will be considered at the meeting -- the approval of Coopers &
Lybrand, L.L.P., as the independent accountant for the Trust for 1997. The
Board of Trustees of the Trust, including the trustees who are not interested
persons of the Trust, has considered the proposal and determined that its
approval is in the best interest of the contract owners participating in the
Trust.
You, as the owner of a variable annuity contract that participates in a separate
account of either Allmerica Financial Life Insurance and Annuity Company or
First Allmerica Financial Life Insurance Company (collectively "Allmerica") are
entitled to instruct Allmerica how to vote a number of shares of the Capital
Stock of the Trust related to your interest in the separate account as of the
close of business on October 17, 1997.
Please take a few minutes to consider this matter and then exercise your right
to give your instructions by completing, dating, and signing the enclosed voting
instruction form. Included is a self-addressed and postage-paid envelope for
your convenience. IN ORDER TO BE GIVEN EFFECT, YOUR VOTING INSTRUCTIONS MUST BE
RECEIVED NO LATER THAN DECEMBER 1, 1997.
If you have any questions about these materials, please contact the Trust at
(619) 677-5917.
Richard M. Reilly H. Michael Schwartz
President President
Allmerica Financial Life Insurance and The Palladian Trust
Annuity Company
Vice President
First Allmerica Financial Life Insurance
Company
<PAGE>
THE PALLADIAN TRUST
4225 Executive Square, Suite 270
La Jolla, California 92037
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS OF THE TRUST--DECEMBER 5, 1997
An annual meeting of shareholders of The Palladian Trust (the "Trust") will be
held in the offices of the Trust, 4225 Executive Square, Suite 270, La Jolla,
California 92037, on December 5, 1997 at 10:00 a.m. for the following purposes:
1. To ratify or reject the selection of Coopers & Lybrand, L.L.P., as
independent accountant for the Trust for 1997;
2. To transact such other business as may properly come before the
meeting.
By order of the Board of Trustees.
H. Michael Schwartz
Secretary
The Palladian Trust
<PAGE>
STATEMENT CONCERNING THE
ANNUAL MEETING OF SHAREHOLDERS OF
THE PALLADIAN TRUST
DECEMBER 5, 1997
The Board of Trustees of The Palladian Trust (the "Trust") is hereby soliciting
voting instructions for an annual meeting of shareholders of the Trust to be
held on December 5, 1997 at 10:00 a.m. at the Trust's Executive Offices, 4225
Executive Square, Suite 270, La Jolla, California 92037, and at any and all
adjournments thereof. The approximate date on which this statement and the
voting instruction form will first be sent to certificate owners is November 10,
1997.
At the annual meeting the shareholders of the Trust will be asked:
To ratify or reject the selection of Coopers & Lybrand, L.L.P., as the
independent accountant of the Trust for 1997.
The record date for determination of the persons to be treated as shareholders
of record for purposes of this annual meeting was October 17, 1997. There are
1,370,194.888 votes eligible to be cast at the meeting, representing the number
of shares of Capital Stock of the Trust held as of the close of business on
October 17, 1997 in the Fulcrum Separate Account of Allmerica Financial Life
Insurance and Annuity Company and the Fulcrum Separate Account of First
Allmerica Financial Life Insurance Company (collectively, the "Separate
Accounts") and a separate account of another insurance company as the result of
the sale of variable annuity contracts, plus the number of shares of Capital
Stock owned by the Trust's Portfolio Managers and Palladian Advisors, Inc.
("PAI"), as described below. The Trust is divided into six Portfolios, and a
different class of Capital Stock is issued with respect to each Portfolio. Only
five of the Portfolios are currently operational and available to certificate
owners. These Portfolios are: Value Portfolio, Growth Portfolio, International
Growth Portfolio, Global Strategic Income Portfolio, and Global
Interactive/Telecomm Portfolio. Shares of each such class of Capital Stock are
held by the Separate Accounts in their corresponding subaccounts as follows:
<TABLE>
<CAPTION>
International Global Global
Value Growth Growth Strategic Income Interactive/Telecomm
----- ------ ------ ---------------- --------------------
<S> <C> <C> <C> <C>
333,966.594 295,016.316 275,220.544 145,548.065 107,151.036
</TABLE>
Shares are also held in a separate account of First ING Life Insurance Company
of New York as follows:
<TABLE>
<CAPTION>
International Global Global
Value Growth Growth Strategic Income Interactive/Telecomm
----- ------ ------ ---------------- --------------------
<S> <C> <C> <C> <C>
1,073.492 1,565.508 885.939 0 888.084
</TABLE>
The sixth Portfolio, the Balanced Opportunity Portfolio, has not yet commenced
operation and its
<PAGE>
-2-
shares are not yet publicly available.
Each contract owner issued is entitled to have the number of Trust shares
related to his or her interests in the Separate Accounts voted in accordance
with his or her instructions. Each full share shall have one vote, and each
fractional share shall have a proportionate fractional vote. Votes of
abstaining shareholders are not counted. The ratification or rejection of the
selection of auditors will be determined by all Portfolios acting in the
aggregate. If a contract owner submits a properly executed voting instruction
form but omits instructions with respect to the specific item, Allmerica
Financial Life Insurance and Annuity Company and First Allmerica Financial Life
Insurance Company (collectively, "Allmerica") will vote the appropriate number
of Trust shares as if such certificate owner had given instructions to vote for
approval of such items. Allmerica will vote Trust shares held in each
subaccount for which it does not receive properly executed instruction forms in
the same proportion as it votes Trust shares held in that subaccount for which
it does receive such forms. In addition, the Portfolio Managers (or their
affiliates) own shares of Capital Stock as follows:
<TABLE>
<CAPTION>
% of % of
Portfolio Portfolio Manager Shares Portfolio Trust
- --------- ----------------- ------ --------- -----
<S> <C> <C> <C> <C>
Value Portfolio GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1434 52,909.007 13.6% 3.9%
Global Strategic Fischer Francis Trees & Watts, Inc.
200 Park Avenue, 46th Floor
New York, New York 10166 100,645.291 40.9% 7.3%
Global Interactive/ GAMCO Investors, Inc.
Telecomm Portfolio One Corporate Center
Rye, New York 10580-1434 50,244.000 31.5% 3.7%
</TABLE>
Each Portfolio Manager has agreed to vote its shares of Capital Stock in the
same proportion as the other Trust shares held in the respective subaccount are
voted.
PAI (the Trust's overall investment advisor) holds the following Trust shares
purchased in connection with the organization of the Trust: Value (1,058.180);
Growth (1,000.000); Balanced Opportunity (1,000.000); International Growth
(1,017.754); and Global Interactive/Telecom (1,004.880). PAI will vote these
shares in the same proportion as the Trust shares held in each respective
subaccount are voted.
<PAGE>
-3-
Voting instructions, in order to be effective, must be received by the Trust
prior to the close of business on December 1, 1997. Such instructions may be
revoked provided written notice of revocation is received by the Trust at 4225
Executive Square, Suite 270, La Jolla, California 92037, prior to the close of
business on December 1, 1997. This solicitation is being made by mail, but it
may also be by facsimile, telephone or personal interview. The costs of this
solicitation will be borne by the Trust.
RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANT
The Board of Trustees has reappointed Coopers & Lybrand, L.L.P., as independent
accountant for the Trust for 1997. The reappointment of Coopers & Lybrand
continues a relationship that began in 1995 when the Trust initially selected
Coopers & Lybrand as the accountant for the Trust. Coopers & Lybrand has no
direct or material indirect financial interest in the Trust.
Pursuant to the 1940 Act, the decision of the Trust to continue employment of
Coopers & Lybrand is subject to ratification or rejection by stockholders at the
annual meeting if such meeting is held. The Board recommends ratification of
Coopers & Lybrand as the Trust's independent public accountant. Representatives
of Coopers & Lybrand are not expected to be present at the shareholder meeting.
OTHER MATTERS
The management is not currently aware of any other matters that will be
considered at the meeting. However, unless authority is withheld, Allmerica may
vote properly executed voting instruction forms in accordance with its best
judgment on any other business that properly comes before the meeting.
MEETING PROPOSALS
The Trust must receive a proposal intended to be presented at a meeting of
persons having voting rights a reasonable time before the solicitation of
proxies is made, usually 120 days before the mailing. The Trust does not
ordinarily hold annual meetings. Therefore, the Trust will retain all proposals
received from persons having voting rights, which will then be eligible to be
considered for distribution with the proxy materials for the next called meeting
of such persons.
ADDITIONAL INFORMATION
The Trust will furnish to any certificate owner, upon request and without
charge, a copy of the Trust's most recent annual and semi-annual reports to
shareholders. Please contact H. Michael Schwartz, The Palladian Trust, 4225
Executive Square, Suite 270, La Jolla, California 92037, or call (800) 423-4891,
ext. 605.
<PAGE>
-4-
PAI serves as the Trust's overall investment advisor. Its principal place of
business is 4225 Executive Square, Suite 270, La Jolla, California 92037.
Tremont Partners, Inc., has been retained as Portfolio Advisor. Tremont
Partners' principal place of business is One Corporate Center at Rye, 555
Theodore Fremd Avenue, Rye, New York, 10580. Tremont Partners is affiliated
with GAMCO Investors, Inc., one of the Portfolio Managers.
The Trust retains a Portfolio Manager for each Portfolio of the Trust. The
names and addresses of the Portfolio Managers for the Value, Global Strategic
Income and Global Interactive/Telecomm Portfolios are listed above.
Stonehill Capital Management, Inc., 277 Park Avenue, New York, New York,
10172, serves as Portfolio Manager for the Growth Portfolio. Bee &
Associates Incorporated, 370 17th Street, Suite 5150, Denver Colorado, 80202,
serves as Portfolio Manager for the International Growth Portfolio.
Western Capital Financial Group, Inc. ("Western Capital"), 4225 Executive
Square, Suite 325, La Jolla, California 92037, serves as the principal
underwriter of the shares of the Portfolios. The sole shareholder and president
of Western Capital is also an officer and shareholder of PAI and the Trust.
<PAGE>
-5-
VOTING INSTRUCTION FORM
For The Annual Meeting Of Shareholders Of The Palladian Trust
John Doe
123 Main Street
New York, NY 10001
Contract No: _________
Dear Contract Owner:
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY AND FIRST ALLMERICA
FINANCIAL LIFE INSURANCE COMPANY (COLLECTIVELY, "ALLMERICA") AND THE BOARD OF
TRUSTEES OF THE PALLADIAN TRUST (THE "TRUST") SOLICIT YOUR VOTING INSTRUCTIONS
AND RECOMMEND A VOTE OF "RATIFY" ON THE ITEM BELOW. ALLMERICA WILL VOTE THE
APPROPRIATE NUMBER OF TRUST SHARES PURSUANT TO THE INSTRUCTIONS GIVEN. IF NO
CHOICE IS MADE, ALLMERICA WILL VOTE "RATIFY". WITH RESPECT TO ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING, ALLMERICA WILL VOTE IN
ACCORDANCE WITH ITS BEST JUDGMENT.
ALLMERICA -- FOR THE PURPOSE OF VOTING ON THE ITEM IN THE AGENDA SET FORTH IN
THE NOTICE AND STATEMENT CONCERNING THE ANNUAL MEETING OF SHAREHOLDERS OF THE
PALLADIAN TRUST AT SUCH ANNUAL MEETING TO BE HELD ON DECEMBER 5, 1997 OR AT ANY
ADJOURNMENT THEREOF -- IS HEREBY INSTRUCTED TO VOTE THE TRUST SHARES AS TO WHICH
I AM ENTITLED TO GIVE INSTRUCTIONS AS FOLLOWS:
- --------------------------------------------------------------------------------
RATIFY REJECT ABSTAIN
------ ------ -------
Selection of Coopers & Lybrand, L.L.P., / / / / / /
as Independent Accountant of
the Trust for 1997
- --------------------------------------------------------------------------------
PLEASE MARK THE CHOICE LIKE THIS: /X/
Each owner should sign as his/her name appears on the top of this form; if a
contract is owned jointly, each owner should sign; if a contract is held in a
fiduciary capacity, the fiduciary should sign and indicate his/her fiduciary
capacity.
SIGNATURE___________________DATE________
SIGNATURE___________________DATE________
