<PAGE> 1
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 14a-12
Allmerica Securities Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the 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:
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> 2
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
----------------------------------------------------
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1997
----------------------------------------------------
TO THE SHAREHOLDERS:
The Annual Meeting of the Shareholders (the "Meeting") of Allmerica
Securities Trust (the "Trust") will be held at the offices of the Trust, 440
Lincoln Street, Worcester, Massachusetts, on Wednesday, April 16, 1997, at 9:00
a.m., local time, for the following purposes:
1. To elect Trustees, each to serve until the next Annual Meeting of
Shareholders (with one exception) and until his or her successor is duly
elected and qualified;
2. To ratify or reject the selection by the Trustees of the firm of Price
Waterhouse LLP as independent accountants of the Trust for the fiscal year
ending December 31, 1997; and
3. To transact such other business as may properly come before the Meeting, or
any adjournment thereof.
Only shareholders of record at the close of business on February 26, 1997
will be entitled to notice of and to vote at the Meeting and any adjournment
thereof.
By order of the Trustees,
GEORGE M. BOYD
Secretary
March 10, 1997
<PAGE> 3
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
PROXY STATEMENT
March 10, 1997
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the Trustees of
Allmerica Securities Trust (the "Trust") to be voted at the Annual Meeting of
Shareholders (the "Meeting") of the Trust to be held at the offices of the
Trust, 440 Lincoln Street, Worcester, MA 01653 on Wednesday, April 16, 1997 at
9:00 a.m., local time, for the purposes set forth in the accompanying Notice.
Any Shareholder giving a proxy has the power to revoke it prior to its exercise
by submission of a later dated proxy, by voting in person, or by letter to the
Secretary of the Trust. This solicitation is being made by use of the mails, but
may also be made by telephone, telefax and personal interviews. The cost of
preparing and mailing this Proxy Statement, Notice and Form of Proxy and any
additional material which may hereafter be furnished in connection with the
solicitation of the enclosed proxy will be paid by the Trust.
On February 26, 1997, the Trust had outstanding 8,592,306 shares. Each
share is entitled to one vote and each fractional share to an equivalent
fractional vote. Only shareholders of record at the close of business on
February 26, 1997 will be entitled to notice of and to vote at the Meeting.
In the event that a quorum of Shareholders (30% of all shares issued and
outstanding and entitled to vote at the Meeting) is not represented at the
Meeting or at any adjournments thereof, or, even though a quorum is so
represented, if sufficient votes in favor of the matters set forth in the Notice
of Meeting are not received by April 16, 1997, the persons named as proxies may
propose one or more adjournments of the Meeting for a period or periods of not
more than 90 days in the aggregate and further solicitation of proxies may be
made. Any such adjournment may be effected by a majority of the votes properly
cast in person or by proxy on the question at the session of the Meeting to be
adjourned. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the matters set forth
in the Notice of the Meeting. They will vote against any such adjournment those
proxies required to be voted against any such matters.
The Trust's Annual Report for the fiscal year ended December 31, 1996,
including financial statements, may be obtained, without charge, by calling
Shareholder Services, The Bank of New York, 101 Barclay Street, New York, NY
10286, at 1-800-432-8224. The approximate date for mailing the Proxy Statement
and Form of Proxy to all shareholders is March 10, 1997.
The Trust's investment adviser is Allmerica Asset Management, Inc. ("AAM"),
an indirect wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"),
a Delaware holding company for a group of affiliated companies, the largest of
which is First Allmerica Financial Life Insurance Company ("First Allmerica").
The address of AAM, AFC and First Allmerica is 440 Lincoln Street, Worcester,
MA 01653. First Data Investor Services Group, Inc., a wholly-owned subsidiary of
First Data Corporation, calculates net asset value per share, maintains general
accounting records and performs certain administrative services for the Trust.
Its address is 4400 Computer Drive, Westborough, MA 01581.
<PAGE> 4
1. ELECTION OF TRUSTEES
The Board of Trustees ("Board") currently consists of nine members and
there are nine nominees for re-election. The number of members of the Board has
been fixed by the Board at ten. The Trust's Nominating Committee is currently
considering candidates to fill the open position and to replace Russell E.
Fuller, who is expected to retire from the Board later in the year pursuant to
the Board's age 70 retirement policy. It is expected that any replacement
members who are elected to the Board by the Trustees will be presented for
election by Shareholders at the Annual Meeting of the Trust in 1998. The
Declaration of Trust provides that the Trust shall have a Board composed of not
less than three nor more than fifteen Trustees to be elected by ballot by the
Shareholders.
Biographical data for the current Trustees of the Trust who have been
nominated for re-election is set forth below. Information relating to the
principal officers of the Trust is set forth under "Information Pertaining to
Allmerica Financial Corporation." It is proposed at the Meeting to re-elect the
persons listed below as Trustees, each to serve as such until the next Annual
Meeting of Shareholders (except Mr. Fuller) and until his or her successor is
elected and qualified. All are now Trustees and all have stated they would be
willing to serve if re-elected. There are no arrangements between any Trustee
and any other person pursuant to which he or she was or is to be selected as a
Trustee.
<TABLE>
<CAPTION>
Beneficial
Ownership of
Shares as
Name and Age of Nominee Principal Occupation and Served of
as of 2/14/97 Directorships(1) Since 2/14/97(2)
------------- --------------------------------- ----- ----------
<S> <C> <C> <C>
*John F. O'Brien (53) President, Chief Executive Officer 1989 None
Trustee, Chairman of the and Director, First Allmerica;
Board Director and Chairman of the Board,
Allmerica Financial Life Insurance
and Annuity Company ("Allmerica Life").
Russell E. Fuller (70) Chairman, REFCO, Inc. 1991 1,000
Trustee, Chairman of the (distributor of tools and abrasives).
Nominating Committee
Gordon Holmes (58) Certified Public Accountant; 1991 None
Trustee, Chairman of the Tofias, Fleishman, Shapiro & Co.
Audit Committee and (Accountants) 1975 - 1996.
Member of the Fund
Operations Committee
*John P. Kavanaugh (42) President, AAM since 1995; Vice 1995 100
Trustee President, First Allmerica and
Allmerica Life.
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Bruce E. Langton (65) Member, First Allmerica Manager 1996 None
Trustee, Member of the Evaluation Team; Director,
Nominating Committee Competitive Technologies, Inc.
(technology transfer); Trustee,
Bankers Trust institutional mutual
funds; Member, Investment Committee,
TWA Pilots Trust Annuity Plan;
Member, Investment Committee,
Unilever United States -
Pension & Thrift plans.
Attiat F. Ott (61) Professor of Economics and 1982 None
Trustee, Chairman of the Director of the Institute for
Fund Operations Committee Economic Studies, Clark
and Member of the Audit University.
Committee
Paul D. Paganucci (65) Director and Chairman, Ledyard 1972 9,276.26
Trustee, Member of the National Bank, since 1991;
Audit Committee and the Director, Filene's Basement, Inc.
Nominating Committee (retailing);Trustee, HRE
Properties, Inc. (real estate
investment firm); Director, IGI, Inc.
(pharmaceuticals).
*Richard M. Reilly (58) President, Allmerica Life since 1995; 1991 1,000
Trustee and President Vice President, First Allmerica and
President, Allmerica Investment
Management Company, Inc.
**Ranne P. Warner (52) President, Centros Properties, 1991 None
Trustee, Member of the USA; Owner, Ranne P. Warner and
Nominating Committee and Company; Director, Wainwright
Fund Operations Committee Bank & Trust Co. (commercial bank).
- ----------
<FN>
* Messrs. O'Brien, Kavanaugh and Reilly are "interested persons", as defined
in the Investment Company Act of 1940 as amended (the "1940 Act"), of the
Trust and of AFC because of their affiliations with AFC.
** Cantonwood Associates Limited Partnership, of which Ms. Warner is a general
partner, filed a petition in bankruptcy in May, 1991. The case was
dismissed on April 30, 1992.
(1) Except as otherwise noted, each individual has held the office indicated or
other offices in the same organization for the last five years. The business
address of each person is 440 Lincoln Street, Worcester, Massachusetts 01653.
</TABLE>
3
<PAGE> 6
(2) On February 14, 1997, the Trustees and officers beneficially owned a total
of 11,376.26 shares of the Trust, representing 0.13% of the then outstanding
shares. The largest single beneficial holding of a Trustee was 9,276.26 shares,
representing 0.11% of the outstanding shares. First Allmerica owned 73,014.09
shares on February 14, 1997.
The Trust's Board, which is currently composed of six non-interested
Trustees and three interested Trustees, met four times during the fiscal year
ended December 31, 1996 and all of the Trustees attended at least 75% of Board
and Committee meetings during the fiscal year. The Trustees received the
following compensation during that year. No officer of the Trust received
compensation from the Trust for serving in such capacity.
<TABLE>
COMPENSATION TABLE
<CAPTION>
Total Compensation from Trust
and Fund Complex (which
Name of Person Aggregate Compensation includes two other investment
and Position from Trust companies) Paid to Trustees
- ------------ ---------------------- ----------------------------------
<S> <C> <C>
Russell E. Fuller, $401 $8,500
Trustee, Chairman of the
Nominating Committee
Gordon Holmes, 430 9,000
Trustee, Chairman of the Audit
Committee and Member of
the Fund Operations Committee
*Bruce E. Langton, 255 6,000
Trustee, Member of
the Nominating Committee
Attiat F. Ott, 401 8,500
Trustee, Chairman of the Fund
Operations Committee and Member
of the Audit Committee
Paul D. Paganucci, 8,500 8,500
Trustee, Member of the
Audit Committee and
the Nominating Committee
Ranne P. Warner, 401 8,500
Trustee, Member of the
Nominating Committee
and Fund Operations Committee
</TABLE>
4
<PAGE> 7
*John D. Hunt, 116 2,000
former Trustee, former Member
of the Fund Operations Committee
and the Nominating Committee
**Thomas S. Zocco 430 9,000
former Trustee, former Chairman
of the Fund Operations Committee
and former Member of the
Audit Committee
John F. O'Brien, None None
Trustee
John P. Kavanaugh, None None
Trustee
Richard M. Reilly, None None
Trustee
- ----------
* Mr. Langton was elected by the Trustees on February 6, 1996 to fill the
vacancy on the Board created by the retirement of Mr. Hunt.
** Mr. Zocco resigned from the Board effective December 31, 1996.
The Trust has no retirement or pension plan for its Trustees. The Trust
does not have a compensation committee; such matters are considered by the
Trust's Nominating Committee.
The Trust's Fund Operations Committee is composed entirely of Trustees who
are not interested persons of the Trust, AFC or its affiliates. Currently, Dr.
Ott (Chairman), Mr. Holmes and Ms. Warner comprise the Committee. The Committee
separately reviews and makes recommendations to the Trustees on a variety of
matters, including the various contractual arrangements between the Trust and
its investment adviser, distribution agent, transfer and shareholder servicing
agent, proposals to continue or modify the terms of such agreements, and
certain matters where there may be a possible conflict of interest between the
interests of the Trust and AFC or its affiliates. During the fiscal year ended
December 31, 1996, the Committee had one meeting.
The Trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the Trust, AFC or its affiliates. Currently, Mr. Holmes
(Chairman), Dr. Ott and Mr. Paganucci comprise the Committee. This Committee
reviews and evaluates the audit function, including recommending to the Board
the independent accountants to be selected for the Trust, review of all auditing
procedures and arrangements and review of qualifications of key personnel
performing audit work. During the fiscal year ended December 31, 1996, the
Committee had two meetings.
The Trust's Nominating Committee is composed entirely of Trustees who are
not interested persons of the
5
<PAGE> 8
Trust, AFC or its affiliates. Currently Mr. Fuller (Chairman), Mr. Langton, Mr.
Paganucci and Ms. Warner comprise the Committee. The Committee is charged with
the duties of reviewing the composition and compensation of the Trustees,
proposing additional non-interested Trustees for election to the Board, and
reviewing major personnel changes of the Trust. During the fiscal year ended
December 31, 1996, the Committee had one meeting. The Nominating Committee will
consider nominees recommended by Shareholders. Recommendations should be
submitted to the Committee in care of the Secretary of the Trust.
If any of the nominees for election as Trustees shall by reason of death or
for any other reason become unavailable as a candidate at the Meeting, votes
pursuant to the enclosed proxy will be cast for a substitute candidate in the
discretion of the persons named as proxies therein, or their substitutes,
present and acting at the Meeting, or the Trustees may reduce the size of the
Board.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require the Trust's Trustees and officers, its investment adviser
and certain affiliated persons of the investment adviser and persons who own
more than ten percent of the Trust's shares to file reports of initial ownership
and changes in ownership with the Securities and Exchange Commission ("SEC") and
the New York Stock Exchange. These individuals are required by SEC regulations
to furnish the Trust with copies of all Section 16(a) forms they file.
To the Trust's knowledge, based solely on review of the copies of such
reports furnished to the Trust and written representations that no other reports
were required, all Section 16(a) filing requirements applicable to its officers,
Trustees, greater than ten percent beneficial owners and other persons subject
to Section 16(a) reporting were complied with during the fiscal year ended
December 31, 1996 except that reports of initial ownership were filed late for
Mr. Langton, a Trustee; Joseph W. MacDougall, Jr., Assistant Secretary and
former Secretary of the Trust and Assistant Secretary of AAM; Stephen W. Bright,
Vice President of the Trust and AAM; and Stanley A. Zagorski, Assistant
Treasurer of AAM.
RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE.
The Trustees recommend that the Shareholders vote for each nominee. A
plurality of the votes properly cast in person or by proxy at the Meeting is
required for the election of the Trustees.
2. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Subject to ratification by a majority in interest of Shareholders
represented at the Meeting, the firm of Price Waterhouse LLP was selected as
independent accountants for the Trust for the fiscal year ending December 31,
1997 by a majority of the Trustees who are not "interested persons" of the
Trust. Price Waterhouse LLP also serves as independent accountants for Allmerica
Investment Trust, Allmerica Funds and other affiliates of AFC, but has no
relationship with any of them other than as independent accountants. During the
fiscal year ended December 31, 1996, the audit services provided to the Trust
by Price Waterhouse LLP included examination of financial statements, review of
filings with the SEC and preparation of tax returns. No non-audit services were
provided to the Trust.
6
<PAGE> 9
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying the selection of Price Waterhouse LLP under Section 32(a) of
the 1940 Act as independent public accountants to certify every financial
statement of the Trust required by any law or regulation to be certified by
independent public accountants and filed with the SEC in respect of all or any
part of the fiscal year ending December 31, 1997. Price Waterhouse LLP has no
direct or material indirect interest in the Trust. Representatives of Price
Waterhouse LLP are not expected to be present at the Meeting, but have been
given the opportunity to make a statement if they so desire and will be
available should any matter arise requiring their presence.
RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE.
The Trustees recommend that the selection of Price Waterhouse LLP be
ratified. A majority of the votes cast on the matter at the Meeting, in person
or by proxy, is required for approval of this item.
3. OTHER MATTERS AND DISCRETION OF PERSONS NAMED AS PROXIES
While the Meeting is called to act upon any business that may properly come
before it, at the date of this Proxy Statement the only business which
management intends to present or knows that others will present is the business
mentioned in the Notice of the Meeting. If any other matters lawfully come
before the Meeting, and on all procedural matters at said Meeting, it is
intended that the enclosed proxy shall be voted in accordance with the best
judgment of the persons named as proxies therein, or their substitutes, present
and acting at the Meeting.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS.
No proposals were submitted by Shareholders for presentation at the
Meeting. Shareholder proposals which are intended to be presented at the Annual
Meeting in 1998 must be received at the principal executive offices of the
Trust, 440 Lincoln Street, Worcester, MA 01653, on or before November 1, 1997,
for inclusion in the proxy statement and proxy related to such meeting.
INFORMATION PERTAINING TO ALLMERICA FINANCIAL CORPORATION
<TABLE>
The following table lists the executive officers of the Trust, each of whom
is an employee of AFC or its affiliates:
<CAPTION>
Name and Age of Officers
as of 2/14/97 Position with the Trust Served Since
- ------------------------ ----------------------- ------------
<S> <C> <C>
John F. O'Brien (53) Chairman of the Board and Trustee 1989
Richard M. Reilly (58) President and Trustee 1991
John P. Kavanaugh (42) Vice President and Trustee 1995
Thomas P. Cunningham (51) Vice President and Treasurer 1996
(Principal Accounting Officer)
</TABLE>
7
<PAGE> 10
Lisa M. Coleman (37) Vice President 1994
Stephen W. Bright (42) Vice President 1997
William K. Fain (37) Vice President 1996
George M. Boyd (52) Secretary 1997
- --------
Messrs. O'Brien, Reilly, Kavanaugh and Fain have been employees of AFC or its
affiliates for the last five years. Mr. Cunningham was Vice President, First
Data Investor Services Group, Inc., 1994-1995 and Vice President, Fidelity
Investments, 1990 - 1993; Ms. Coleman was Deputy Manager, Brown Brothers
Harriman, 1989 - 1994; Mr. Bright was Client Relationship Manager, Connecticut
Mutual, 1994 - 1995 and Investment Officer, Travelers, 1986 - 1994; and Mr.
Boyd was Director, Mutual Fund Administration - Legal and Regulatory, Investors
Bank & Trust Company, 1995 - 1996 and Vice President and Counsel, 440 Financial
Group and First Data Investor Services Group, Inc., 1992 - 1995.
QUORUM AND METHOD OF TABULATION.
Thirty percent (30%) of the shares entitled to vote, present in person or
represented by proxy, constitute a quorum for the transaction of business at the
Meeting. Votes cast by proxy or in person at the Meeting will be counted by
persons appointed by the Trust to act as tellers for the Meeting.
The tellers will count the total number of votes cast "for" approval of the
proposals for purposes of determining whether sufficient affirmative votes have
been cast. The tellers will count shares represented by proxies that withhold
authority to vote for a nominee for election as a trustee or that reflect
abstentions or "broker nonvotes" (i.e., shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners or
persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) as shares that are present
and entitled to vote on the matter for purposes of determining the presence of a
quorum. With respect to the election of Trustees and ratification of
accountants, neither withholding authority to vote nor abstentions nor broker
nonvotes have any effect on the outcome of the voting on the matter.
SHAREHOLDERS ARE URGED TO VOTE, SIGN
AND MAIL THEIR PROXIES IMMEDIATELY.
John F. O'Brien
Chairman
March 10, 1997
Worcester, MA
8
<PAGE> 11
This page left blank intentionally.
<PAGE> 12
ALLMERICA SECURITIES TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Richard M. Reilly, Thomas P. Cunningham
and Joseph W. MacDougall, Jr., and each of them, attorneys and proxies of the
undersigned, with full power of substitution, and does hereby request that
the votes attributable to all of the undersigned's shares be cast as directed,
with all powers the undersigned would possess if personally present, at the
Annual Meeting of Shareholders of Allmerica Securities Trust to be held at 440
Lincoln Street, Worcester, Massachusetts 01653, on Wednesday, April 16, 1997 at
9:00 a.m., local time, and at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" ALL
PROPOSALS. A PROXY MARKED IN SUCH MANNER AS NOT TO WITHHOLD AUTHORITY TO VOTE
FOR THE ELECTION OF ANY NOMINEE SHALL BE DEEMED TO GRANT SUCH AUTHORITY.
<TABLE>
<CAPTION>
Votes must be indicated
(x) in Black or Blue ink. [x]
<S> <C> <C> <C>
1. ELECTION OF TRUSTEES FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ]
listed below. for all nominees listed below. *EXCEPTIONS
Nominees: John F. O'Brien, Russell E. Fuller, Gordon Holmes, John P. Kavanaugh,
Bruce E. Langton, Attiat F. Ott, Paul D. Paganucci, Richard M. Reilly
and Ranne P. Warner.
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.)
*Exceptions____________________________________________________________________
2. PROPOSAL TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE> 13
3. In their discretion, the named proxies are authorized to vote upon such
other business as may properly come before the Meeting, or any adjournment
thereof.
Please sign exactly as the name appears
hereon. When signing as executor,
administrator, attorney, trustee or guardian,
please give full title. If a corporation,
Change of Address please sign in full corporate name by
and/or comments president or other authorized officer. If a
mark here [ ] partnership, please sign partnership name by
authorized person. If joint owners, each
owner should sign. Note: The undersigned
hereby acknowledges receipt of the Notice of
Meeting and Proxy Statement and revokes any
proxy heretofore given with respect to the
votes covered by this proxy.
Dated 1997
--------------------------------------
--------------------------------------
Signature
--------------------------------------
Signature if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
<PAGE> 14
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
March 10, 1997
Dear Shareholders:
Enclosed is a Notice of the Annual Meeting of Shareholders to be held
on April 16, 1997, to consider the election of Trustees and the ratification of
the selection of accountants.
Your Trustees unanimously recommend that you vote for the proposals by
marking, dating and signing the enclosed proxy and returning it promptly.
Respectfully,
/s/ John F. O'Brien
JOHN F. O'BRIEN
Chairman
NOTICE: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE SIGN AND RETURN
PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.
