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-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)(1) 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:
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
March 11, 2004
Dear Shareholders:
Enclosed is a Notice of the Annual Meeting of Shareholders to be held on
April 21, 2004, to consider the election of Trustees.
Your Trustees unanimously recommend that you vote for the proposal by
marking, dating and signing the enclosed proxy and returning it promptly.
Respectfully,
John P. Kavanaugh
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.
Allmerica Securities Trust
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
-----------------
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 21, 2004
-----------------
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 01653, Wednesday, April 21, 2004, 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 and until his or her successor is duly elected and
qualified;
2. 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 27, 2004
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 11, 2004
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
-----------------
PROXY STATEMENT
-----------------
March 11, 2004
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 21, 2004 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. The approximate
date for mailing the Proxy Statement and Form of Proxy to all Shareholders is
on or about March 11, 2004.
On February 27, 2004, 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 27, 2004
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 21, 2004, 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, 2003,
including financial statements, may be obtained, without charge, by calling or
writing Shareholder Relations, The Bank of New York, P.O. Box 11258, New York,
NY 10286-1258, 1-800-524-4458.
The Trust's investment adviser is Opus Investment Management, Inc. ("OIM"),
a wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"), a
Delaware holding company for a group of affiliated companies. The address of
OIM and AFC is 440 Lincoln Street, Worcester, MA 01653. Investors Bank & Trust
Company calculates net asset value per share, maintains general accounting
records and performs certain administrative services for the Trust. Its address
is 200 Clarendon Street, Boston, MA 02116.
1. ELECTION OF TRUSTEES
The Board of Trustees ("Board") currently consists of nine members, of whom
Edward J. Parry, III, is a nominee for election by the Shareholders. The
remaining eight members are nominees for re-election by the Shareholders. Mr.
Parry was nominated by an interested Trustee who is Chief Executive Officer of
the Trust's investment adviser. The number of members of the Board has been
fixed by the Board at nine. The Agreement and Declaration of Trust provides
that the Trust shall have a Board composed of not less than three nor more than
15 Trustees to be elected by ballot by the Shareholders.
Biographical data for the current Trustees of the Trust who have been
nominated for election or 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 elect or re-elect, as applicable, the persons listed below as Trustees, each
to serve as such until the next Annual Meeting of Shareholders 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 elected or 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.
Number of
Portfolios in
Term of Fund Other
Office and Complex Directorships
Name, Address Position(s) Held Length of Principal Occupation(s) Overseen by Held by
and Age(1) with Trust Time Served During Past 5 Years(2) Trustee Trustee
------------- ---------------------- ------------ ------------------------ ------------- -------------
P. Kevin Condron (58) Trustee, Member of the 1 Year Term President and Chief 10 Director,
Audit Committee and Served Since Executive Officer, The Banknorth
Fund Operations 1998 Granite Group Group.
Committee (wholesale plumbing
and heating), 1997-
present.
Jocelyn S. Davis (50) Trustee, Member of the 1 Year Term President, Nelson Hart, 10 None
Audit Committee and Served Since LLC (consulting), 2002-
Fund Operations 2001 present; Beers & Cutler
Committee (professional services),
2001-2002; Chief
Financial Officer, AARP
(non-profit), 1996-2001.
Cynthia A. Trustee, Member of the 1 Year Term President and Chief 10 Director,
Hargadon (49)....... Fund Operations Served Since Investment Officer, Wilshire
Committee, Investment 1997 PlanTools, LLC Target
Operations Committee (consulting), 2003- Funds,
and Governance present; Managing 2001-
Committee Director, McHenry present.
Group, 2003-present;
President, Hargadon
Associates (asset
management
consulting), 2002-2003;
President, Potomac
Asset Management, Inc.,
2000-2002; Director of
Investments, National
Automobile Dealers
Association, 1999-2000;
President, Stable Value
Investment Association
(investment trade
group), 1996-1999.
T. Britton Harris, IV Trustee, Member of the 1 Year Term President, Verizon 10 None
(45)................ Investment Operations Served Since Investment Management
Committee, Fund 2001 Corporation, 1990-
Operating Committee present.
and Governance
Committee
2
Number of
Term of Portfolios in
Office and Fund Other
Length of Complex Directorships
Name, Address Position(s) Held Time Principal Occupation(s) Overseen by Held by
and Age(1) with Trust Served During Past 5 Years(2) Trustee Trustee
------------- ------------------------ ---------- -------------------------- ------------- -------------
Gordon Holmes (65)... Trustee, Chairman of the 1 Year Instructor at Bentley 10 None
Audit Committee and Term College, 1998-present;
Member of the Fund Served Certified Public
Operations Committee Since Accountant; Retired
1991 Partner, Tofias,
Fleishman, Shapiro &
Co., P.C. (Accountants).
Attiat F. Ott (68)... Trustee, Chairman of the 1 Year Professor of Economics 10 None
Fund Operations Term and Director of the
Committee and Member Served Institute for Economic
of the Audit Committee Since Studies, Clark University,
1982 950 Main Street,
Worcester, MA 01910.
Ranne P. Warner (59). Trustee, Chairman of the 1 Year President, Centros 10 Director,
Governance Committee, Term Properties, USA; Owner, Wainwright
Member of the Fund Served Ranne P. Warner and Bank &
Operations Committee Since Company; Blackstone Trust Co.
and Investment 1991 Exchange LLC (real (commercial
Operations Committee estate) 2001-present. bank).
*John P. Kavanaugh Chairman, Trustee and 1 Year President, Opus 10 None
(49)................ President, Chairman of Term Investment Management,
the Investment Served Inc ("OIM"); Vice
Operations Committee Since President, Director, Chief
1995 Investment Officer, First
Allmerica Financial Life
Insurance Company
("First Allmerica") and
Allmerica Financial Life
Insurance and Annuity
Company ("Allmerica
Financial Life").
*Edward J. Parry, III Trustee, Member of the 1 Year Executive Vice President, 10 None
(44)................ Investment Operations Term Director, Chief Financial
Committee Served Officer, Allmerica
Since Financial Corporation,
2004 First Allmerica and
Allmerica Financial Life.
- --------
* Messrs. Kavanaugh and Parry are "interested persons", as defined in the
Investment Company Act of 1940 as amended (the "1940 Act"), of the Trust and
of Allmerica Financial Corporation ("AFC") because of their affiliations
with AFC.
(1)The business address of each person is 440 Lincoln Street, Worcester,
Massachusetts 01653.
(2)Except as otherwise noted, each individual has held the office indicated or
other offices in the same organization for the last five years.
3
OWNERSHIP OF SHARES BY TRUSTEES
AS OF MARCH 1, 2004
Aggregate Dollar Range of
Equity Securities in All
Dollar Range of Funds Overseen by
Equity Securities in Trustee in Family of
Name of Trustee the Trust Investment Companies
--------------- -------------------- -------------------------
P. Kevin Condron..... $1 - $10,000 $1 - $10,000
Jocelyn S. Davis..... None None
Cynthia A. Hargadon.. $1 - $10,000 $1 - $10,000
T. Britton Harris, IV None None
Gordon Holmes........ $1 - $10,000 $1 - $10,000
Attiat F. Ott........ $1 - $10,000 $1 - $10,000
Ranne P. Warner...... $1 - $10,000 $1 - $10,000
John P. Kavanaugh.... $1 - $10,000 $1 - $10,000
Edward J. Parry, III. None $50,001 - $100,000
- --------
The Trust's Board, which is currently composed of seven non-interested
Trustees and two interested Trustees, met five times during the fiscal year
ended December 31, 2003. The Trustees received the following compensation
during that year. No officer of the Trust received compensation from the Trust
for serving in such capacity.
COMPENSATION TABLE
Total Compensation from
Name of Person Aggregate Compensation Trust and Fund Complex
and Position from Trust Paid to Trustees
-------------- ---------------------- -----------------------
P. Kevin Condron............................................ $2,473 $35,250
Trustee, Member of the Audit Committee and Fund
Operations Committee
Jocelyn S. Davis............................................ $2,473 $35,250
Trustee, Member of the Audit Committee and Fund
Operations Committee
Cynthia A. Hargadon......................................... $2,504 $39,750
Trustee, Member of the Fund Operations Committee,
Investment Operations Committee and Governance
Committee
T. Britton Harris, IV....................................... $2,504 $39,500
Trustee, Member of the Governance Committee,
Investment Operations Committee and Fund Operations
Committee
Gordon Holmes............................................... $2,482 $36,750
Trustee, Chairman of the Audit Committee and Member of
the Fund Operations Committee
4
Total Compensation from
Name of Person Aggregate Compensation Trust and Fund Complex
and Position from Trust Paid to Trustees
-------------- ---------------------- -----------------------
Attiat F. Ott.................................................. $2,482 $37,750
Trustee, Chairman of the Fund Operations Committee and
Member of the Audit Committee
Ranne P. Warner................................................ $2,506 $40,000
Trustee, Chairman of the Governance Committee, Member
of the Fund Operations Committee and Investment
Operations Committee
John P. Kavanaugh.............................................. None None
Trustee, Chairman of the Board and President; Chairman of
the Investment Operations Committee
Mark A. Hug*................................................... None None
Trustee, Member of the Investment Operations Committee
Edward J. Parry, III*.......................................... None None
Trustee, Member of the Investment Operations Committee
- --------
* Effective February 12, 2004, Mr. Parry replaced Mr. Hug as a Trustee.
The Trust has no retirement or pension plan for its Trustees. None of the
Trustees who is not an "interested person" of the Trust, and none of their
respective immediate family members (spouse, child residing in household, and
dependents), owns any security of AFC or any of its affiliates. The Trust does
not have a compensation committee; such matters are considered by the Trust's
Governance 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. Condron, Ms. Davis, Ms. Hargadon, Mr. Harris, 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
and 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, 2003, the Committee had
one meeting relating to the Trust.
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), Mr. Condron, Ms. Davis and Dr. Ott comprise the Committee. This
Committee reviews and evaluates the audit function, including selecting the
independent accountants for the Trust, reviewing all auditing procedures and
arrangements and reviewing qualifications of key personnel performing audit
work. During the fiscal year ended December 31, 2003, the Committee had four
meetings.
The Trust's Investment Operations Committee is composed of three Trustees
who are not interested persons of the Trust, AFC or its affiliates and two
Trustees who are interested persons. Currently, Mr. Kavanaugh (Chairman), Ms.
Hargadon, Mr. Harris, Mr. Parry and Ms. Warner serve on the Committee. The
Committee monitors investment adviser performance and analyzes Fund data.
During the fiscal year ended December 31, 2003, the Committee had four meetings
relating to the Trust.
The Trust's Governance Committee is composed entirely of Trustees who are
not interested persons of the Trust, AFC or its affiliates and are independent.
Currently Ms. Warner (Chairman), Ms. Hargadon and Mr. Harris 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
5
reviewing major personnel changes of the Trust. During the fiscal year ended
December 31, 2003, the Committee had three meetings. As required by regulations
promulgated by the SEC, a copy of the Governance Committee Charter is attached
as Appendix I. The Trust currently does not make the Governance Committee
Charter available to shareholders on its website.
When evaluating Trustee candidates, the Trust's Governance Committee takes
into account a wide variety of factors including, but not limited to: (i)
availability and commitment of a candidate to attend meetings and perform his
or her responsibilities on the Board, (ii) relevant industry and related
experience, (iii) educational background, (iv) financial expertise, (v) an
assessment of the candidate's ability, judgment and expertise and (vi)
reputation for ethical and honest dealings and behavior. The process of
identifying nominees involves the consideration of candidates recommended by
one or more of the following sources: (i) the Trust's current Trustees, (ii)
the Trust's investment adviser, (iii) the Trust's Shareholders and (iv) any
other source the Committee deems to be appropriate. The Governance Committee
may, but is not required to, retain an outside consulting firm at the Trust's
expense to identify potential candidates.
The Governance Committee will review and consider nominees recommended by
Shareholders to serve as Trustee, provided that the recommending Shareholder
follows the procedures for submitting recommendations as set forth in Appendix
A to the Governance Committee Charter, which is attached as Appendix I. Among
other requirements, these procedures provide that the recommending Shareholder
must submit any recommendation in writing to the Trust, to the attention of the
Trust's Secretary, at the address of the principal executive offices of the
Trust and that such submission must be received at such offices not less than
45 days nor more than 75 days prior to the date of the Board or shareholder
meeting at which the nominee would be elected. Any recommendation must include
certain biographical and other information regarding the candidate and the
recommending Shareholder, and must include a written and signed consent of the
candidate to be named as a nominee and to serve as a Trustee, if elected. The
foregoing description of the requirements is only a summary. Please refer to
Appendix I for details.
The Governance Committee has full discretion to reject nominees recommended
by Shareholders, and there is no assurance that any such person properly
recommended and considered by the Committee will be nominated for election to
the Board 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, 2003.
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.
6
2. 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. A proxy may confer discretionary authority to vote
on matters brought before an annual meeting of shareholders if the Trust did
not have notice of the matter at least 45 days before the date on which the
Trust first mailed its proxy materials for the prior year's annual meeting of
shareholders (or date specified by an advance notice provision).
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 2005 must be received at the principal executive offices of the Trust, 440
Lincoln Street, Worcester, MA 01653, on or before November 1, 2004, for
inclusion in the proxy statement and proxy related to such meeting.
INFORMATION PERTAINING TO ALLMERICA FINANCIAL CORPORATION
The following table lists the executive officers of the Trust, each of whom
is an employee of AFC or its affiliates:
Name and Age Served
of Officers as of 2/28/04 Position with the Trust Since
------------------------- ----------------------- ------
John P. Kavanaugh (49).... Chairman of the Board, President and
Trustee 1995
Paul T. Kane (47)......... Assistant Vice President and Treasurer
(Principal Accounting Officer, Principal)
Financial Officer) 1999
Richard J. Litchfield (36) Vice President 2001
Ann K. Tripp (45)......... Vice President 2000
Donald P. Wayman (46)..... Vice President 2003
George M. Boyd (59)....... Secretary 1997
The individuals named above have been employees of AFC or its affiliates for
the last five years.
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, withholding authority to
vote, abstentions and broker nonvotes will have no effect on the outcome of the
voting on the matter.
7
Independent Public Accountants
The following information describes the Trust's relationship with its
independent public accountants, PricewaterhouseCoopers LLP ("PWC"), and certain
fiscal year fees. The Audit Committee's Policy for Pre-Approval of Services
Provided by Independent Auditors (the "Pre-Approval Policy") is attached as
Appendix II.
Representatives from PWC are not expected to be present at the Trust's
annual meeting of shareholders.
Percentage of Services
Approved by the Audit
Committee
under Pre-approval
Audit Fees Policies and Procedures
- ---------- -----------------------
2003 $25,850 100%
2002 $23,620 100%
Audit-Related Fees
- ------------------
2003 $0 --
2002 $0 --
Tax Fees
- --------
2003 $3,300 100%
2002 $3,200 100%
All Other Fees
- --------------
2003 $0 --
2002 $0 --
All fees disclosed above under the captions "Audit-Related Fees," "Tax
Fees," and "All Other Fees" represent fees billed for services that were
required to be pre-approved, and which were so pre-approved, by the Trust's
Audit Committee in accordance with the Pre-Approval Policy. "Tax Fees"
represents fees billed in the Trust's last two fiscal years for tax return
review services.
For the last two fiscal years of the Trust, PWC billed aggregate non-audit
fees in the following amounts to the Trust and OIM:
2003 $3,300
2002 $3,200
The following table presents fees billed by PWC for services required to be
approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.
Total
Audit-Related Fees Tax-Fees All Other Fees Non-Audit Fees
------------------ -------- -------------- --------------
2003 $-- $-- $-- $--
2002 $-- $-- $-- $--
Audit Committee Report
As required by Federal securities regulations, the Trust's Audit Committee
submits the following report regarding its oversight of the Trust's financial
reporting process:
1. The Audit Committee reviewed and discussed the Trust's audited financial
statements with management;
2. The Audit Committee and the independent accountants have discussed the
matters regarding SAS 61 (Codification of Statements on Auditing
Standards, AU 380) relating to the quality and consistency of accounting
principles. This communication between the Audit Committee and the
independent accountants will assist the Audit Committee in performing
its oversight role in reviewing auditing procedures and evaluating the
audit function as a whole.
8
3. The Audit Committee has received the written disclosures and the letter
from the independent accountants required by the Independence Standards
Board Standard No. 1, and has discussed with the independent accountants
the independent accountants' independence.
4. The Audit Committee has recommended to the Board of Trustees of the
Trust that the audited financial statements be included in the Trust's
Annual Report to Shareholders for the last fiscal year.
The Audit Committee Report is submitted by the Audit Committee comprised of
Gordon Holmes (Chairman), P. Kevin Condron, Jocelyn S. Davis and Attiat F. Ott,
all non-interested Trustees.
A determination has been made that the members of the Trust's Audit
Committee are independent, financially literate and at least one member of the
Committee has accounting or related financial management expertise as defined
under applicable New York Stock Exchange standards.
Audit Committee Charter
Federal securities regulations require the Board of Trustees of the Trust to
adopt a written charter for the Audit Committee, which should be attached as an
appendix to the Trust's Proxy Statement at least once every three years or in
the next annual shareholders' meeting Proxy Statement after any significant
amendment to the charter. The Board of Trustees of the Trust has adopted an
amended written charter for the Audit Committee, which is attached as Appendix
III to this Proxy Statement.
Policy on Communication
The Board of Trustees of the Trust has adopted procedures by which Trust
Shareholders may send communications to the Board. Shareholders may mail
written communications to the Board to the attention of the Board of Trustees,
Allmerica Securities Trust, c/o Secretary, 440 Lincoln Street, Mail Stop N440,
Worcester, MA 01653. Shareholder communications must (i) be in writing and be
signed by the Shareholder and (ii) identify the class and number of shares held
by the Shareholder. The Secretary of the Trust is responsible for reviewing
properly submitted shareholder communications. The Secretary of the Trust may,
in good faith, determine that a shareholder communication should not be
provided to the Board because it does not reasonably relate to the Trust or its
operations, management, activities, policies, service providers, Board,
officers, Shareholders or other matters relating to an investment in the Trust
or is otherwise ministerial in nature (such as a request for Trust literature,
share data or financial information). The procedures shall not apply to (i) any
communication from an officer or Trustee of the Trust, (ii) any communication
from an employee or agent of the Trust, unless such communication is made
solely in such employee's or agent's capacity as a Shareholder, or (iii) any
shareholder proposal submitted pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, or any communication made in connection with such a
proposal. The Trust's process for Shareholders to send communications to the
Board of Trustees is more fully described in its Policy Regarding the Ability
of Shareholders to Communicate with the Board of Trustees, which is attached
Appendix IV. The Trust's Trustees are not required to attend the Trust's annual
shareholder meetings or to otherwise make themselves available to Shareholders
for communications, other than by the aforementioned procedures. One Trustee
attended the 2003 annual meeting.
SHAREHOLDERS ARE URGED TO VOTE, SIGN
AND MAIL THEIR PROXIES IMMEDIATELY.
John P. Kavanaugh
Chairman
March 11, 2004
Worcester, MA
9
APPENDIX I
ALLMERICA INVESTMENT TRUST
ALLMERICA SECURITIES TRUST
GOVERNANCE COMMITTEE CHARTER
Purpose of the Governance Committee
The primary purpose of the Governance Committee (the "Committee") is to
nominate candidates for selection as Independent Trustees* of Allmerica
Investment Trust and Allmerica Securities Trust (the "Trusts") and their
committees and to establish policies and procedures relating to all Board of
Trustee service matters (including compensation), as well as other matters
concerning Trust governance.
Composition of the Governance Committee
The Committee shall be composed of such number of the Independent Trustees
of the Trusts as may from time-to-time be designated by the Board of Trustees,
currently Cynthia A. Hargadon, T. Britton Harris IV, and Ranne P. Warner. The
Board of Trustees of the Trusts shall appoint one of the members of the
Committee to serve as the Committee Chairperson (the "Chair"), currently Ranne
P. Warner.
Procedures for Nominating New Independent Trustees
At the direction of the Boards of Trustees of the Trusts, the Committee will
nominate candidates for election as Independent Trustees of the Fund using the
following procedures:
1. The Chair shall obtain suggestions for prospective Independent Trustees
from current Independent Trustees of the Trusts, from the Trusts'
management, Trust shareholders** and from other appropriate sources,
including, if necessary, outside consultants, and will, to the extent
feasible and appropriate, maintain all names received in confidence.
2. The Chair will provide each Committee Member with the name and
background information of each candidate at least one week prior to the
first meeting of the Committee at which the candidate is to be
discussed, if possible.
3. At a meeting of the Committee at a time to be selected by the Chair, the
Committee will discuss all candidates whose names have been submitted to
the Chair. The Committee by majority vote may remove individuals from
further consideration and may prepare a schedule establishing priorities
for considering candidates in addition to the criteria set forth below.
For example, the Committee may determine in certain circumstances that a
candidate ideally should possess a particular type of business
experience or professional expertise (e.g., in order to replace
expertise possessed by retiring trustee, etc.).
4. The Chair will arrange for information about candidates selected for
further consideration to be reviewed by the Trustee's Independent
Counsel, who will determine based upon this information whether a
candidate has any legal impediments to serving as an Independent Trustee
of the Trusts. Counsel will inform the Chair of the results of this
review.
5. The Committee will review further the candidates as it deems necessary
before proposing candidates to the Independent Trustees for nomination.
Such review may involve establishing subcommittees of the Governance
Committee to interview candidates, obtaining further information about a
candidate, and inviting other Independent Trustees to participate, as
desired.
6. The Committee will not differentiate among candidates based upon any
characteristic prohibited under applicable laws and regulations.
- --------
* The Independent Trustees are those Trustees of the Trusts who are not
"interested persons" (as defined in the Investment Company Act of 1940) of
the Trusts, Allmerica or any sub-adviser to the Trusts.
** For purposes of this Charter, shareholders of Allmerica Investment Trust
mean contractholders and policyholders of variable insurance products that
use the Funds of the Trust as investment vehicles.
Recommendations by Shareholders for New Independent Trustees
The Committee will consider and evaluate nominee candidates properly
submitted by shareholders of the Trusts. Appendix A to this Charter, as it may
be amended from time to time by the full Board of Trustees, sets forth
procedures that must be followed by shareholders to properly submit a nominee
candidate to the Committee (recommendations not properly submitted in
accordance with Appendix A will not be considered by the Committee).
There are no material differences in the manner in which the Committee
evaluates Trustee candidates based on whether the candidate is recommended by a
shareholder.
Qualification of Independent Trustees
In their consideration of candidates to be proposed as nominees for
positions as Independent Trustees of the Trusts, the Trusts' Trustees should
ensure that to the extent practicable, a candidate have all of or substantially
all of the following qualifications:
1. A stringent dedication to the legal, ethical, and fiduciary constraints
imposed on the Independent Trustees of a mutual fund.
2. A reputation for ethical and honest dealings and behavior, and a high
standing in his or her business and/or professional dealings and in the
community.
3. Freedom from real or perceived conflicts of interest, beyond those
formally proscribed by the Investment Company Act of 1940.
4. An ability to devote the considerable amount of time necessary to
perform the duties of a Trustee, including a commitment in the ordinary
course to attend all Trust Board and Committee Meetings.
5. An independent approach to issues, with confidence in his or her
judgment that permits taking positions which may not be favored by
management or others, in combination with a personality compatible with
other Trustees, an ability to work well in a group setting and a
recognition of the desirability and importance of Trustee consensus.
6. An ability, through past experience or wisdom, to recognize the
differences between exercising a "macro" and "micro" managerial role and
to be comfortable with the proper role of an Independent Trustee, which
is one of broad oversight of the Trusts as opposed to micro management
of Trust processes and operations.
7. Sufficient business and life experience to have developed a requisite
level of "judgment."
8. Commitment to serve a substantial period of time on the Boards.
9. Preferably, a background including one or more of the following:
a. Some form of investment or financial experience.
b. Management experience (ideally CEO, COO, or CFO or other executive
level experience) in a company.
c. Experience practicing as an attorney or accountant, either in private
practice or as a corporate employee, ideally with an emphasis on
financial and business matters.
d. Leadership experience in the public sector, or other significant
organizations.
e. Academic experience, on a university-level, preferably involving
administration as well at teaching (dean of a college of business)
and ideally a financial or business related discipline.
10.A background which is compatible with, but also sufficiently different
from, other Trustees, to add an expertise not otherwise represented on
the Boards of the Trusts.
2
Responsibilities and Functions
1. The Committee shall meet on a periodic basis and is empowered to hold
special meetings as circumstances require.
2. The Committee shall review this Charter periodically and recommend any
changes to the full Board of Trustees.
3
APPENDIX A
PROCEDURES FOR SHAREHOLDERS TO SUBMIT NOMINEE CANDIDATES
(As of February 12, 2004)
A Trust shareholder must follow the following procedures in order to
properly submit a nominee recommendation for the Committee's consideration.
1. The shareholder must submit any such recommendation (a "Shareholder
Recommendation") in writing to: Governance Committee Chair, [insert name
of Trust], c/o Secretary, 440 Lincoln Street, Mail Stop N440, Worcester,
MA 01653.
2. With respect to Allmerica Securities Trust, the Shareholder
Recommendation must be delivered to or mailed and received at the
address above not less than forty-five (45) calendar days nor more than
seventy-five (75) calendar days prior to the date of the Board or
shareholder meeting at which the nominee would be elected.
3. The Shareholder Recommendation must include: (i) a statement in writing
setting forth (A) the name, age, date of birth, business address,
residence address and nationality of the person recommended by the
shareholder (the "candidate"); (B) the class or series and number of all
shares of the Trust or series thereof owned of record or beneficially by
the candidate, as reported to such shareholder by the candidate; (C) any
other information regarding the candidate called for with respect to
director nominees by paragraphs (a), (d), (e) and (f) of Item 401 of
Regulation S-K or paragraph (b) of Item 22 of Rule 14a-101 (Schedule
14A) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), adopted by the Securities and Exchange Commission (or
the corresponding provisions of any regulation or rule subsequently
adopted by the Securities and Exchange Commission or any successor
agency applicable to the Trust); (D) any other information regarding the
candidate that would be required to be disclosed if the candidate were a
nominee in a proxy statement or other filing required to be made in
connection with solicitation of proxies for election of Trustees or
directors pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder; and (E) whether the recommending
shareholder believes that the candidate is or will be an "interested
person" of the Trust (as defined in the Investment Company Act of 1940,
as amended) and, if not an "interested person," information regarding
the candidate that will be sufficient for the Trust to make such
determination; (ii) the written and signed consent of the candidate to
be named as a nominee and to serve as a Trustee if elected; (iii) the
recommending shareholder's name as it appears on the Trust's books; (iv)
the class or series and number of all shares of the Trust or series
thereof owned beneficially and of record by the recommending
shareholder; and (v) a description of all arrangements or understandings
between the recommending shareholder and the candidate and any other
person or persons (including their names) pursuant to which the
recommendation is being made by the recommending shareholder. In
addition, the Committee may require the candidate to furnish such other
information as it may reasonably require or deem necessary to determine
the eligibility of such candidate to serve on the Board.
Originally Adopted: May 12, 1998
Revised: February 12, 2004
APPENDIX II
POLICY FOR PRE-APPROVAL OF SERVICES PROVIDED BY INDEPENDENT AUDITORS
1. At the beginning of each audit cycle (typically at the August Audit
Committee meeting), certain types of recurring audit, audit related and
other services are to be pre-approved including:
(a) the list of required audits and projects presented by the audit firm
at the August meeting;
(b) any required audits that emerge during the year, attestation
services, and other audit scope increases that were not known at the August
report, where it is most appropriate, for either efficiency or
effectiveness, that the service be performed by the independent auditors;
(c) consultation and advisory services related to accounting/reporting
and risk management/control matters provided in the normal course of
business, where it is most appropriate, for either efficiency or
effectiveness, that the service be performed by the independent auditors; and
(d) assistance with SEC and other regulatory filings and tax services
incurred in the normal course of business, including consulting on federal,
state and foreign tax matters, including income taxes, franchise and similar
taxes.
This pre-approval will occur concurrently with the approval of the
annual audit fees and will apply to all individual projects meeting the
above criteria and which are expected to result in total fees less than
$400,000. For individual projects outside the scope of the fiscal year
audits and tax return filings expected to be $25,000 or greater,
specific pre-approval will be necessary.
2. Pre-approvals for all other services will occur if and when the need for
any such services arises. This pre-approval will be initiated by
management and will be requested from the Chairman or, in the event the
Chairman is unavailable, any other member of the Audit Committee.
Any services approved by the Chairman, or other Audit Committee member,
at any time other than during an Audit Committee meeting will be
reported to the full Audit Committee at the next regularly scheduled
meeting.
3. De minimis expenses allowed under Section 202 of the Sarbanes-Oxley Act
of 2002 will not require pre-approval.
At each regularly scheduled meeting of the Audit Committee, the Trusts'
Treasurer will report on any such projects begun during the period since
the last such report, and on any fees incurred on existing projects
during this same intervening period.
APPENDIX III
ALLMERICA INVESTMENT TRUST
ALLMERICA SECURITIES TRUST
AUDIT COMMITTEE CHARTER
1. Composition: The Audit Committee shall be composed of not less than
three Trustees who are elected by a majority of the full Board of
Trustees. Each Trustee who is a member of the Committee shall be an
unaffiliated, non-interested person, as defined under the Investment
Company Act of 1940 (the "1940 Act") and, with respect to Allmerica
Securities Trust, an independent Trustee in accordance with New York
Stock Exchange (NYSE) rules. All members of the Audit Committee must be
"financially literate," i.e., familiar with basic finance and accounting
practices, and at least one member of the Committee must have accounting
or related financial management expertise. Financial literacy shall be
determined in accordance with NYSE rules. The Committee shall appoint a
Chairperson to preside at all meetings of the Committee.
2. Purpose: The purpose of the Audit Committee is to assist Board oversight
of: (a) the integrity of the Trusts' financial statements; (b) the
Trusts' compliance with legal and regulatory requirements; (c) the
qualifications and independence of the Trusts' independent auditors; and
(d) the operation of the Trusts' internal control systems and the
performance of the Trusts' independent auditors. The Committee assists
the Trustees in determining that the assets of the Trust are properly
safeguarded and valued and that the Trusts' policies are being carried
out, and in monitoring the Trusts' financial reporting to their
shareholders, the general public and applicable regulatory agencies.
With respect to Allmerica Securities Trust, the Committee's purpose is
also to prepare reports required by the U.S. Securities and Exchange
Commission rules to be included in the Trust's annual proxy statements,
if any.
3. General responsibilities of the Audit Committee are:
(a) to oversee the Trusts' accounting and financial reporting process and
their internal control over financial reporting, and, as the Committee deems
appropriate, to inquire into the internal control over financial reporting
of certain third-party service providers of the Trusts;
(b) to oversee the quality and objectivity of the Trusts' financial
statements and the audit thereof by the Trusts' independent auditors; and
(c) to act as a liaison between the Trusts' independent auditors and the
full Board of Trustees.
The Committee is directly responsible for the appointment, compensation,
retention, and oversight of the work of the independent auditors engaged
(including resolution of disagreements between management and the
independent auditors regarding financial reporting) for the purpose of
preparing or issuing an audit report or performing other audit and
review services for the Trusts. The Trusts' independent auditors shall
report directly to the Committee.
While the Committee has the responsibility and powers set forth in this
Charter, it is not the duty of the Committee (i) to plan or conduct
audits, which is the responsibility of the independent auditors, (ii) to
maintain or arrange for the maintenance of appropriate systems for
accounting and internal controls, or (iii) to determine that the Trusts'
financial statements are complete and accurate and are in accordance
with generally accepted accounting principles, which are the
responsibilities of the Trusts' management.
4. To carry out the responsibilities listed in item 3, the Audit Committee
shall have the following duties and powers:
(a) at least annually, to obtain and review a report by the independent
auditors describing: (i) the firm's internal quality-control procedures;
(ii) any material issues raised by the most recent internal quality-control
review, or peer review, of the firm, or by any inquiry or investigation by
governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the firm, and any steps take to deal with
any such issues; and (iii) in order to assess the auditors' independence,
all relationships between the independent auditors, the Trusts, the
investment adviser or sub-adviser(s) of the Trusts or their affiliates.
(b) to meet with the Trusts' independent auditors, including private
meetings, as necessary (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters of concern
relating to the Trusts' financial statements, including any adjustments to
such statements recommended by the auditors, or other results of said
audit(s) and management's responses thereto; (iii) to consider the auditors'
comments with respect to the Trusts' financial policies, procedures and
internal control over financial reporting and, as appropriate, the controls
of the Trusts' custodian, transfer agent and other service providers, and
management's responses thereto; (iv) to review the form of opinion the
auditors propose to render to the Board and shareholders; and (v) to review
with a representative of the Trusts' management and the independent auditors
the financial information and other disclosure contained in the Trusts'
annual report to shareholders under Section 30(e) of the 1940 Act and Rule
30d-1 thereunder prior to its filing; and, with respect to Allmerica
Securities Trust, the Charter will be included as an appendix to any annual
shareholders' meeting proxy statement at least once every three years, or in
the next annual shareholders' meeting proxy statement after any significant
amendment to the Charter;
(c) to review (i) major issues regarding accounting principles and
financial statement presentations, including any significant changes to the
Trusts' selection or application of accounting principles, and major issues
as to the adequacy of the Trusts' internal control over financial reporting
and any special audit steps adopted in light of material control
differences, and (ii) the effect of regulatory and accounting initiatives on
the financial statements of the Trusts;
(d) to review the fees charged by the auditors for audit and non-audit
services;
(e) to investigate improprieties or suspected improprieties in the
Trusts' accounting or financial reporting, and to review with counsel to the
Trusts legal matters that may have a material impact on the financial
statements, the Trusts' compliance policies and any material reports or
inquiries received from regulatory or governmental agencies relating to
financial matters;
(f) if applicable, review any analyses prepared by the Trusts' management
and/or independent auditors of significant financial reporting issues and
judgments (including issues relating to the valuation of the Trusts'
portfolio securities) made in connection with the preparation of the Trusts'
financial statements, including any analyses of the effects of alternative
approaches under generally accepted accounting principles on the Trusts'
financial statements;
(g) to meet periodically with the Trusts' management and independent
auditors to review the Trusts' policies with respect to risk assessment and
risk management, the Trusts' major financial risk exposures, and the steps
taken to monitor and control such exposures;
(h) to review the experience and qualifications of the senior members of
the Trusts' audit team and the Trusts' Treasurer and the quality control
procedures of the independent auditor;
(i) to review matters brought to the attention of the Board of Trustees
by the Trusts' investment adviser or sub-adviser(s) or independent auditors
involving the valuation of Trust assets, including fair valuation and
single-source pricing;
(j) to the extent required by applicable regulations, to approve all
audit and non-audit services rendered to the Trusts by the auditors and all
non-audit services to the Trusts' investment adviser and certain of its
affiliates, and to review the fees charged by the auditors for audit and
non-audit services, provided, however, that the Audit Committee may
implement policies and procedures pursuant to which services are
pre-approved other than by the full Audit Committee, subject to the
requirement that the full Audit Committee be notified in a timely manner of
each such service;
(k) to review such other matters or information that the Committee
believes may be relevant to the auditors, the audit engagement or the
Trusts' financial policies and procedures or internal control over
2
financial reporting, and to report on the independent auditors' report and
the Committees' activities to the full Board on a regular and timely basis
and to make such recommendations with respect to the above and other matters
as the Committee may deem necessary or appropriate;
(l) to establish procedures for (i) the receipt, retention, and treatment
of complaints received by the Trusts regarding accounting, internal
accounting controls, or auditing matters; and (ii) the confidential,
anonymous submission by employees of the Trusts, the investment advisers and
sub-advisers of the Trusts, administrator, principal underwriter (if any),
or any other provider of accounting-related services for the investment
advisers and sub-advisers of concerns regarding accounting or auditing
matters;
(m) to discuss with management any press releases discussing the
investment performance of the Trusts and other financial information about
the Trusts, as well as any financial information provided by management to
analysts or rating agencies. The Committee may discharge this responsibility
by discussing the general types of information to be disclosed by the Trusts
and the form of presentation (i.e., a case-by-case review is not required)
and need not discuss in advance each such release of information;
(n) if and to the extent that the Trusts intend to have employees, to set
clear policies for the hiring by the Trusts of employees or former employees
of the independent auditors; and
(o) to perform other oversight functions, adopt such policies and
procedures and conduct other reviews not referenced in this Charter as
requested from time to time by the Board or required by applicable law.
5. The Audit Committee shall meet on a regular basis as determined
necessary or appropriate by the Board of Trustees, but in no event less
than twice per year, and is empowered to hold special meetings as
circumstances require.
6. The Audit Committee shall maintain minutes of its meetings to be kept
with the records of the Trusts.
7. The Audit Committee shall meet separately and on a periodic basis with
the independent auditors, the Treasurer of the Trust and other members
of management, or at such other times as the Committee deems necessary
or appropriate.
8. The Audit Committee shall have the resources and authority appropriate
to discharge its responsibilities, including the authority to retain
special counsel, accounting and other experts or consultants at the
expense of the Trusts. The Committee may request any officer or employee
of the Trusts or of any of the Trusts' service providers or the Trusts'
outside counsel or independent auditors to attend a meeting of the
Committee or to meet with any member of, or consultants to, the
Committee. The Trusts shall provide for appropriate funding, as
determined by the Committee, for the payment of: (i) compensation of the
Trusts' independent auditors for the issuance of an audit report
relating to the Trusts' financial statements or the performance of other
audit or review services for the Trusts; (ii) compensation of
independent legal counsel or other advisers retained by the Committee;
and (iii) ordinary administrative expenses of the Committee that are
necessary or appropriate in fulfilling its purposes or carrying out its
responsibilities under this Charter.
9. The Audit Committee shall review and re-assess the adequacy of this
Charter at least annually and recommend any changes to the full Board of
Trustees. In addition, the performance of the Committee shall be
reviewed at least annually by the Board.
Originally Adopted: October 28, 1988
Amended: February 12, 2004
3
APPENDIX IV
ALLMERICA INVESTMENT TRUST
ALLMERICA SECURITIES TRUST
POLICY REGARDING THE ABILITY OF SHAREHOLDERS
TO COMMUNICATE WITH THE BOARD OF TRUSTEES
Purpose of the Policy
The primary purpose of this policy is to explain the process for
shareholders* to send communications to the Board of Trustees of Allmerica
Investment Trust and Allmerica Securities Trust (the "Trusts").
Procedure for Sending Communications
1. Shareholders should mail communications to the Board of Trustees to:
Board of Trustees, [insert name of Trust], c/o Secretary, 440 Lincoln
Street, Mail Stop N440, Worcester, MA 01653.
2. A shareholder communication must (i) be in writing and be signed by the
shareholder, (ii) identify the Trust or series thereof to which it
relates and (iii) identify the class and number of shares held by the
shareholder.
3. These Procedures shall not apply to (i) any communication from an
officer or Trustee of the Trust, (ii) any communication from an employee
or agent of the Trust, unless such communication is made solely in such
employee's or agent's capacity as a shareholder, or (iii) any
shareholder proposal submitted pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended, or any communication made
in connection with such a proposal.
4. The Trustees are not required to attend the Trust's annual shareholder
meetings (with respect to Allmerica Securities Trust) or to otherwise
make themselves available to shareholders for communications, other than
pursuant to these Procedures.
5. The Secretary of the Trust may, in good faith, determine that a
shareholder communication should not be provided to the Board because it
does not reasonably relate to the Trust or its operations, management,
activities, policies, service providers, Board, officers, shareholders
or other matters relating to an investment in the Trust or is otherwise
ministerial in nature (such as a request for Trust literature, share
data or financial information).
- --------
* For purposes of this policy, shareholders of Allmerica Investment Trust mean
contractholders and policyholders of variable insurance products that use the
Funds of the Trust as an investment vehicle.
ALLMERICA SECURITIES TRUST
PROXY
This Proxy is solicited on behalf of the Board of Trustees
The undersigned hereby appoints John P. Kavanaugh, Paul T. Kane and George
M. Boyd, 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 21, 2004 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.
Votes must be indicated
(x) in Black or Blue ink. [x]
1. ELECTION OF TRUSTEES FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below. for all nominees listed below.
Nominees: P. Kevin Condron, Jocelyn S. Davis, Cynthia A. Hargadon,
T. Britton Harris IV, Gordon Holmes, John P. Kavanaugh, Attiat F. Ott,
Edward J. Parry III and Ranne P. Warner.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions __________________________________________________________
2. 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, please sign
in full corporate name by president or
other authorized officer. If a
partnership, please sign in
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:________________, 2004
Signature
Signature if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.