-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OYZyJCi3UfyHig9284YvcyUvavpQYXE6LudL6B/Qh/6h6JlKz3fmy8ubBhZbgFGI zY4utkT13rqTIHGeYiPFTQ== 0000749882-95-000009.txt : 19951102 0000749882-95-000009.hdr.sgml : 19951102 ACCESSION NUMBER: 0000749882-95-000009 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19951101 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANYAN SHORT TERM INCOME TRUST CENTRAL INDEX KEY: 0000749882 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 366801275 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08820 FILM NUMBER: 95586523 BUSINESS ADDRESS: STREET 1: 150 S WACKER DR STE 2900 STREET 2: SUITE 2900 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3125539800 FORMER COMPANY: FORMER CONFORMED NAME: VMS SHORT TERM INCOME TRUST /MA/ DATE OF NAME CHANGE: 19910325 FORMER COMPANY: FORMER CONFORMED NAME: VMS SHORT TERM INCOME TRUST DATE OF NAME CHANGE: 19870209 PRE 14A 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 X Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14(c) or Section 240.14a-12 Banyan Short Term Income Trust ----------------------------------------------------- (Name of Registrant as Specified in Its Charter (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): X $125 per Exchange Act Rule 0-11(c)(ii), 14a-6(i)(1), or 14a-6(j)(2). $500 per each party to the controversy pursuant to Exchange Act Rule 14a- 6(i)(3). Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: Shares of Beneficial Interest (2) Aggregate number of securities to which transaction applies: 6,667,410 (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or Schedule and the date of its filing. (1) Amount Previously Paid: N/A (2) Form, Schedule or Registration Statement No.: N/A (3) Filing Party: N/A (4) Date Filed: N/A FORM OF PROXY BANYAN SHORT TERM INCOME TRUST 150 SOUTH WACKER DRIVE SUITE 2900 CHICAGO, ILLINOIS 60606 This Proxy is solicited on behalf of the Board of Trustees The undersigned hereby appoints Leonard G. Levine and Robert G. Higgins, and each of them, as Proxies, with the power to appoint their substitutes, and hereby authorizes them to represent and to vote, as designated below, all the Shares of Beneficial Interest of Banyan Short Term Income Trust (the "Trust") held of record by the undersigned on November 29, 1995, at the Annual Meeting of Shareholders when convened on January 15, 1996, or any adjournment thereof. Continued on the reverse side. THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. 1. PROPOSAL to elect three Class A Trustees to serve until the next Annual Meeting of Shareholders or otherwise as provided in the Trust's Fifth Amended and Restated Declaration of Trust. (check one box): VOTE FOR WITHHELD NORMAN M. GOLD GERALD L. NUDO MARVIN A. SOTOLOFF For, except vote withheld from the following nominee(s): __________________________________________________________ 2. PROPOSAL to concur in the selection of Ernst & Young LLP as the Trust's independent auditor for the fiscal year ended December 31, 1995 (check one box): FOR AGAINST ABSTAIN 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting or any adjournment thereof. DATED:___________________________, 1995 ___________________________________ Signature ___________________________________ Signature if held jointly Sign exactly as name appears at left. If joint tenant, both should sign. If attorney, executor, administrator, trustee or guardian, give full title as such. If a corporation, please sign corporate name by President or authorized officer. If partnership, sign in full partnership name by authorized person. Please promptly mark, date, sign and return this card using the enclosed envelope. Please contact the Trust's proxy solicitor, Chemical Bank, at 1-800- 667-6589 with any questions regarding the above. BANYAN SHORT TERM INCOME TRUST 150 South Wacker Drive, Suite 2900 Chicago, Illinois 60606 312-683-3672 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Banyan Short Term Income Trust: Notice is hereby given that the annual meeting of shareholders (the "Annual Meeting") of Banyan Short Term Income Trust, a Massachusetts business trust (the "Trust"), will be convened at the Metropolitan Club, 233 S. Wacker Drive, Sears Tower, 67 Floor, Chicago, Illinois, on January 15, 1996, at 10:00 a.m. Central Time (the "Meeting Date"). All holders of beneficial interest of the Trust (the "Shareholders") are invited to attend the Annual Meeting. The Trust will solicit proxies, pursuant to the enclosed Proxy Statement, for use at the Annual Meeting on the Meeting Date or any adjournments thereof. The Trust expects that a quorum will be present on the Meeting Date to act upon the matters to be considered by the Shareholders. The Annual Meeting will be held for the following purposes: (1) To elect three Class A trustees to serve until the next Annual Meeting of Shareholders or otherwise as provided in the Trust's Fifth Amended and Restated Declaration of Trust; (2) To concur in the selection of Ernst & Young LLP as the Trust's independent auditor for the fiscal year ended December 31, 1995; and (3) To transact any other business as may properly come before the Annual Meeting or any adjournment thereof. Only Shareholders of record at the close of business November 29, 1995 are entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof (the "Eligible Holders"). A complete list of Eligible Holders will be available for inspection at the Trust's offices for at least 10 days prior to the Annual Meeting. A proxy statement and form of proxy are enclosed. Whether or not you expect to attend the annual meeting, it is important that you promptly fill in, sign, date and mail the proxy in the enclosed envelope so that your shares may be voted for you. By order of the Board of Trustees: Robert G. Higgins Secretary The Trust's 1994 Annual Report is enclosed with this notice. PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS OF BANYAN SHORT TERM INCOME TRUST January 15, 1996 This proxy statement is furnished to the holders (the "Shareholders") of beneficial interest, no par value (the "Shares"), of Banyan Short Term Income Trust, a Massachusetts business trust (the "Trust"), in connection with the solicitation of proxies by the Trust's board of trustees (the "Trustees") for use at the annual meeting of Shareholders. The Trust's Fifth Amended and Restated Declaration of Trust (the "Declaration") requires the Trustees to call and hold an annual meeting of Shareholders after delivery of the Trust's Annual Report and within six months after the end of each fiscal year. Notwithstanding this provision, the Trust's 1994 annual meeting of Shareholders was delayed pending the sale of one of its properties and an analysis of the impact of that sale on the Trust's future business plan. The Trust's 1994 annual meeting of Shareholders will be convened on January 15, 1996, at 10:00 a.m. central time, and any adjournment thereof (the "Annual Meeting"). Copies of this proxy statement, the attached notice, and enclosed form of proxy were first sent or given to Shareholders on or about December 6, 1995. Shareholders who wish to attend the Annual Meeting should contact the Trust at 312-683-3672 to make arrangements. The Trust will bear all costs in connection with the solicitation of proxies, including the cost of preparing, printing and mailing this Proxy Statement. In addition to the use of the mails, proxies may be solicited by the Trustees and the Trust's officers and agents. None of these individuals will be additionally compensated, but they may be reimbursed for out-of-pocket expenses in connection with the solicitation. Arrangements will also be made with brokerage houses, banks and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of the Shares held of record by those persons, and the Trust may reimburse these custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses incurred in connection therewith. The Trust will also retain the services of Chemical Bank to assist in the solicitation of proxies for the Annual Meeting at a fee payable by the Trust of $5,000 plus out-of-pocket expenses. Shares represented by properly executed proxies in the accompanying form received by the Trustees prior to the Annual Meeting will be voted at the Annual Meeting. Shares not represented by properly executed proxies will not be voted. If a Shareholder specifies a choice with respect to any matter to be acted upon, the Shares represented by that proxy will be voted as specified. If the Shareholder does not specify a choice, in an otherwise properly executed proxy, with respect to any proposal referred to therein, the Shares represented by that proxy will be voted with respect to that proposal in accordance with the recommendations of the Trustees described herein. A Shareholder who signs and returns a proxy in the accompanying form may revoke it by: (i) giving written notice of revocation to the Trust before the proxy is voted at the Annual Meeting; (ii) executing and delivering a later-dated proxy; or (iii) attending the Annual Meeting and voting the Shares in person. The close of business on November 29, 1995 has been fixed as the date for determining those Shareholders entitled to notice of and to vote at the Annual Meeting (the "Record Date"). On the Record Date, the Trust had 6,667,410 Shares outstanding, each of which entitles the holder thereof to one vote at the Annual Meeting. Only Shareholders of record as of the Record Date will be entitled to vote at the Annual Meeting. The presence of a majority of the outstanding Shares represented in person or by proxy at the Annual Meeting, will constitute a quorum. Accordingly, abstentions and broker non-votes will not affect the outcome of the election of Trustees or the selection of auditors. The mailing address of the principal executive offices of the Trust is 150 South Wacker Drive, Suite 2900, Chicago, Illinois 60606. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following entities are known by the Trust to be the beneficial owner of more than 5% of the outstanding Shares as of October 30, 1995: Name & Address of Amount & Title of Class Beneficial Owner Nature of Beneficial Percent Ownership of Class Shares of FMR Corp. 653,200 9.8% Beneficial 82 Devonshire Interest, No Par St., Boston, MA Value 02109 Shares of Fir Tree Partners 789,300 11.8% Beneficial 1211 Avenue of Interest, No Par the Americas Value 29th Floor New York, NY 10035 Shares of Laifer, Inc. 344,200 5.2% Beneficial 114 W. 47th St. Interest, No Par 26th Floor Value New York, NY 10036 The following table sets forth the number of Shares owned by all Trustees and Officers owning Shares, and all Trustees and Officers as a group as of October 30, 1995. Amount & Nature of Name of Trustee or Beneficial Percent Officer Ownership of Class Leonard G. Levine, 10,955 Shares Less than 1% President Gerald L. Nudo, Trustee 4,000 Shares Less than 1% Neil D. Hansen, First 4,000 Shares Less than 1% Vice President Robert G. Higgins, Vice 1,950 Shares Less than 1% President, Secretary and General Counsel All Trustees and 20,905 Shares Less than 1% Officers of the Trust as a group (seven persons) The Trustee is not aware of any arrangement, the operation of which may at a subsequent date result in a change of control of the Trust. MATTERS TO BE CONSIDERED BY SHAREHOLDERS 1. Election of Trustees Three individuals will be elected at the Annual Meeting to serve as Class A Trustees of the Trust until the next annual meeting of Shareholders, or otherwise as provided in the Declaration. Unless instructions to the contrary are given, the persons named as proxy voters in the accompanying proxy, or their substitutes, will vote for the following nominees for Class A Trustees with respect to all proxies received by the Trustees. If any nominee should become unavailable for any reason, the votes will be cast for a substitute nominee designated by the Trustees. The Trustees have no reason to believe that the nominees named will be unable to serve if elected. The nominees for Class A Trustees are as follows: Principal Occupation(s) Trustee Name Age During Past 5 Years Since Norman M. Gold 65 Senior Partner in the law 1985 firm of Altheimer & Grey; has practiced law for over 40 years, specializing in tax, corporate and real estate law; Trustee of New Plan Realty Trust and Banyan Strategic Realty Trust; Director of Banyan Management Corp.; Certified Public Accountant; and a member of Chicago and American Bar Associations. Gerald L. Nudo 45 Senior Vice President of 1985 Mesirow Realty Finance, Inc. From 1982 until 1990, Mr. Nudo was a Principal and Vice President of Capital Realty Services, Inc., a commercial real estate investment banking company. Mr. Nudo is a Director of Banyan Management Corp. and Banyan Strategic Land Fund II. Mr. Nudo is also a certified public accountant and a licensed real estate broker in Illinois. Marvin A. Sotoloff 51 Regional Vice President of 1986 Premisys Marketing Services, Inc., a division of Premisys Real Estate Services, Inc., a national real estate services firm involved in the leasing and management of office, retail and industrial properties. Former Executive Vice President of Palmer Group, Ltd. 1979- 1993. A licensed real estate broker, Mr. Sotoloff is a Trustee of Banyan Strategic Realty Trust and a Director of Banyan Management Corp. and a member of the Illinois and Pennsylvania Bar Associations. The Trustees are required to meet at least four times per year either in person or by telephonic conference. The Trustees met five times in 1994. The Trustees have not established any nominating, compensation or other committees or other groups performing similar functions. The Trustees perform all functions of the audit committee and met as an audit committee one time during the year 1994. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Trust's officers and Trustees, and persons who own more than ten percent of a registered class of the Trust's equity securities, to file initial statements of beneficial ownership (Form 3), and statements of changes in beneficial ownership (Forms 4 or 5), of Shares and other equity securities of the Trust with the Securities and Exchange Commission (the "SEC") and the American Stock Exchange ("Amex"). The SEC requires officers, Trustees, and greater than 10% Shareholders to furnish the Trust with copies of all these forms filed with the SEC or AMEX. To the Trust's knowledge, based solely on its review of the copies of these forms received by it, or written representations from certain reporting persons that no additional forms were required for those persons, the Trust believes that all filing requirements applicable to its officers, Trustees, and Shareholders owning greater than 10% of the Shares were complied with during 1994. RECOMMENDATION OF THE BOARD: The Trustees hereby recommend and nominate Messrs. Gold, Nudo and Sotoloff for election as Class A Trustees of the Trust by the Shareholders at the Annual Meeting to serve until the next annual meeting of Shareholders or as otherwise provided in the Declaration of Trust. The affirmative vote of a majority of the votes cast by Shareholders present in person or by proxy and eligible to vote at the Annual Meeting, a quorum being present, is required to elect each of the nominees listed above. 2. Selection of Independent Auditor The Trust's financial statements including those for the fiscal year ended December 31, 1994 are included in the Annual Report furnished to all Shareholders. The year-end statements have been audited by the independent firm of Ernst & Young LLP which has served as the Trust's independent auditor since the fiscal year ended December 31, 1990. The total fees paid or accrued to Ernst & Young LLP in connection with the 1994 audit is approximately $38,000. The Trustees believe that Ernst & Young LLP is knowledgeable about the Trust's operations and accounting practices and is well qualified to act in the capacity of independent auditor. Therefore, the Trustees have selected Ernst & Young LLP as the Trust's independent auditor to examine its financial statements for the fiscal year ended December 31, 1995. Although the selection of an auditor does not require a Shareholder vote, the Trustees believe it is desirable to obtain the concurrence of the Shareholders to this selection. Due to the difficulty and expense involved in retaining another independent firm on short notice, the Trustees do not contemplate appointing another firm to act as the Trust's independent auditor for fiscal year 1995 if the Shareholders do not concur in the appointment of Ernst & Young LLP. Instead, the Trustees will consider the vote as advice in making their selection of an independent auditor for the following year, if necessary. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions. RECOMMENDATION OF THE BOARD: The Trustees consider Ernst & Young LLP to be well-qualified and recommends that the Shareholders concur in the following resolution which will be presented for a vote of the Shareholders at the Annual Meeting. RESOLVED, that the Shareholders concur in the appointment by the Board of Ernst & Young LLP to serve as the Trust's independent auditor for the fiscal year ended December 31, 1995. The affirmative vote of a majority of the votes cast by Shareholders present in person or by proxy and eligible to vote at the Annual Meeting, a quorum being present, is required for the adoption of the foregoing resolution. EXECUTIVE OFFICERS The following table sets forth information with respect to the Trust's executive officers. Each officer is elected annually by the Trustees and serves until his successor is elected and qualified or until his death, resignation or removal by the Trustees: NAME AND AGE OFFICE AND OTHER PRINCIPAL YEAR OCCUPATIONS FIRST ELECTED DURING PAST FIVE YEARS Leonard G. Levine; 48 President, For a period in excess 1990 of five years prior to January 1, 1990, Mr. Levine was Senior Vice President of VMS Realty Partners, Inc. Mr. Levine also serves as President of Banyan Mortgage Investment Fund, Banyan Strategic Land Fund II and Banyan Strategic Realty Trust (collectively, these Banyan entities are referred to as the "Banyan Funds"). In addition, Mr. Levine is a Director of Banyan Management Corp. Neil D. Hansen; 49 First Vice From 1988 to 1990, Mr. President, Hansen was Senior Vice 1991 President of Ruff Callaghan & Hemmeter Company and Executive Vice President, Secretary and Treasurer of Resort Income Investors, Inc. Mr. Hansen also serves as First Vice President of each of the Banyan Funds and Banyan Management Corp. Robert G. Higgins; 43 Vice From 1990 to 1992, Mr. President- Higgins was a contract General partner at the law firm Counsel, of Chapman and Cutler. 1992; From 1984 to 1990, Mr. Secretary, Higgins was a partner 1995 at the law firm of Schwartz & Freeman where he concentrated in all areas of real estate development. Mr. Higgins is admitted to the bar in the states of Illinois, Minnesota and Texas. Mr. Higgins also serves as general counsel of each of the Banyan Funds and Banyan Management Corp. Joel L. Teglia; 33 Vice President From 1991 to 1994, Mr. and Chief Teglia was the Financial Controller for Banyan Officer, 1994 Management Corp. From 1986 to 1990 Mr. Teglia held positions as Project Controller and Director of Finance and Budgeting at the Prime Group, Inc., an international real estate investment and development firm. Mr. Teglia also serves as Vice President and Chief Financial Officer of each of the Banyan Funds and is the Treasurer and Assistant Secretary of Banyan Management Corp. COMPENSATION OF TRUSTEES AND EXECUTIVE OFFICERS A. Trustee Compensation The Class A Trustees are paid an annual fee of $15,000, payable quarterly, plus $875 for each Board meeting, including meetings of the audit committee, attended in person and $250 an hour for each Board meeting, including meetings of the audit committee, attended via telephonic conference call. In addition, each Trustee is reimbursed for out-of-pocket expenses incurred in attending meetings of the Board. B. Executive Compensation Compensation paid to executive officers of the Trust for the years ended December 31, 1994, 1993 and 1992 is as follows:
Long-Term Compensation Annual Compensation Awards Payouts Other All Annual Other Compen Restricted Compen - Stock Options/ LTIP - Year Salary Bonus(2) sation Award(s) SARs (#) Payouts sation Leonard G. Levine 1994 $40,610 $29,441 n/a n/a n/a n/a n/a 1993 $40,610 $ 5,705 n/a n/a n/a n/a n/aPresident & Chief Executive 1992 $38,610 $12,450 n/a n/a n/a n/a n/aOfficer(1) (1) Compensation for the next four highest paid executives of the Trust was less than $100,000 per individual. (2) See incentive compensation program disclosure below.
Mr. Levine serves as chief executive officer of the Trust pursuant to an employment agreement effective January 1, 1990. This agreement is automatically renewed each year unless either the Trust or Mr. Levine gives notice of termination before March 31 preceding the end of the current employment period. As notice was not given by either party prior to March 31, 1994, the agreement has been automatically renewed through December 31, 1995. On December 31, 1992, Mr. Levine's contract was amended and his base salary was adjusted effective July 1, 1992. All other terms of his original contract remained in effect through December 31, 1993. For the period January 1, 1992 through June 30, 1992, Mr. Levine was paid based on an annual salary of $36,610. Effective July 1, 1992, pursuant to the terms of his amended employment contract, Mr. Levine was paid based on an annual salary of $40,610 which will be adjustable effective January 1 of each year beginning January 1, 1994 based on increases in the Consumer Price Index and merit factor, but any increases are at the sole discretion of the Board. In addition to his base salary, Mr. Levine is eligible to receive a bonus based on merit performance which may be granted at the discretion of the Board of Trustees of the Trust. Further, Mr. Levine is also eligible to receive compensation under an incentive compensation program included in his contract. Mr. Levine's incentive compensation earnings are calculated based on the following four components: (i) 0.56% of the amount of the Trust's collateralized claims which are converted into cash; (ii) 1.35% of the amount of the Trust's unsecured claims which are converted into cash; (iii) the percentage increase in the Trust's market capitalization between January 1, 1990 and the end of each calendar year (0.25% of the first 10% increase, .50% of the next 10% increase and 1.00% of any increase in excess of 20%); and (iv) 0.1% of the amount of cash distributions to Shareholders of the Trust. The total incentive compensation that Mr. Levine may receive in any year (on a cumulative basis) from the Trust is subject to certain limitations. Any amounts in excess of these limits are deferred. In order to be eligible to receive the incentive compensation for the preceding calendar year, Mr. Levine must be employed by the Trust on March 31 of the following year. Except as provided below, any incentive compensation which has not been paid prior to Mr. Levine's termination will be forfeited. If the Trust terminates Mr. Levine for cause or Mr. Levine voluntarily terminates, all incentive compensation not previously paid to Mr. Levine is forfeited and he is not entitled to any severance payment. In the event of Mr. Levine's death or permanent disability, he is entitled to all incentive compensation earned through the date of his disability or death plus any disability or life insurance proceeds, but he is not entitled to any other severance payments. If his employment is terminated without cause following a change of control (as defined in the agreement), the Trust will continue to pay Mr. Levine's salary during the remainder of the employment period and will pay him all incentive compensation which he would have earned if all the Trust's assets had been converted into cash and all proceeds were distributed. If Mr. Levine is terminated without cause but no change of control has occurred, he will receive a severance payment equal to one year's salary plus all incentive compensation earned through the date of his termination (including incentive compensation based upon assets converted into cash within one year following his termination in accordance with an expression of interest received by the Trust prior to Mr. Levine's termination), plus an amount equal to the full cost of continuing Mr. Levine's health benefits for one year. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Banyan Management Corp. performs certain administrative and accounting services on behalf of the Trust for which it is reimbursed at cost. Banyan Management Corp. is owned by the Trust and the other Banyan Funds. Mr. Levine is the president of Banyan Management Corp. for which he receives no additional compensation. Messrs. Hansen, Higgins and Teglia are employees of the Trust but are compensated by Banyan Management Corp. Their compensation is included in the administrative costs allocated by Banyan Management Corp. to and reimbursed by the Trust. The directors/trustees of all of the Banyan Funds, including the Trust's Trustees, serve as directors of Banyan Management Corp. but receive no additional compensation. Administrative costs reimbursed by the Trust to Banyan Management Corp. for the years ended December 31, 1994, 1993, and 1992 totalled $289,626, $440,191, and $347,379 respectively. Banyan Management Corp. allocates its operating expenses among the Banyan Funds for which it performs services and acts as a common paymaster for the Trust and the Banyan Funds. SHAREHOLDER PROPOSALS Shareholder proposals for the 1995 Annual Meeting of Shareholders must be received by the Trust at its executive office in Chicago, Illinois, on or prior to March 1, 1996 for inclusion in the Trust's proxy statement for that meeting. Any Shareholder proposal must meet the requirements set forth in the rules of the Securities and Exchange Commission relating to shareholder proposals. OTHER MATTERS As of the date of this Proxy Statement, no other business other than that discussed above is to be acted upon at the Annual Meeting. If other matters not known to the Board should, however, properly come before the Annual Meeting, the persons appointed by the signed proxy intend to vote it in accordance with their best judgment. By the order of the Board of Trustees, Leonard G. Levine President Chicago, Illinois October 31, 1995 A copy of the Banyan Short Term Income Trust 1994 Annual Report on Form 10-KSB filed with the Securities and Exchange Commission will be supplied without charge. Requests for the Report should be directed to: Banyan Short Term Income Trust Attn: Investor Relations Department 150 South Wacker Drive Suite 2900 Chicago, Illinois 60606 (312) 683-3672 YOUR VOTE IS IMPORTANT, THE PROMPT RETURN OF PROXIES WILL SAVE THE TRUST THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. 153170-7 -----END PRIVACY-ENHANCED MESSAGE-----