Edgar Filing: ALLMERICA SECURITIES TRUST

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

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[ ] Soliciting Material Pursuant to Section 240.14a-12

Allmerica Securities Trust
----------------------------------------------
(Name of Registrant as Specified In Its Charter)

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ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653

March 11, 2005

Dear Shareholders:

Enclosed is a Notice of the Annual Meeting of Shareholders to be held on April
20, 2005, 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.

Very truly yours,

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 20, 2005

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 20, 2005, 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 28, 2005
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, 2005

ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653

PROXY STATEMENT

March 11, 2005

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 20, 2005 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, 2005.

On February 28, 2005, 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 28, 2005
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 20, 2005, 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, 2004,
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, 1-800-432-8224.

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 eight members who are
nominees for re-election by the Shareholders. The number of members of the
Board has been fixed by the Board at eight. 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 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 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.

Number of
Portfolios in
Fund
Term of Office Complex Other
Name, Address Position(s) Held and Length of Principal Occupation(s) Overseen by Directorships
and Age(1) with Trust Time Served During Past 5 Years(2) Trustee Held by Trustee
------------------- --------------------- -------------- ----------------------- ------------- ---------------

P. Kevin Condron Trustee, Member of 1 Year President and Chief 11 Director,
(59) the Audit Committee, Term Executive Officer, The Banknorth
Fund Operations Granite Group Group.
Committee, Served (wholesale plumbing
Investment Operations Since 1998 and heating).
Committee and
Governance
Committee

Jocelyn S. Davis Trustee, Member of 1 Year President, Nelson Hart, 11 None
(51) the Audit Committee, Term LLC (consulting),
Fund Operations 2002-present; Beers &
Committee, Served Cutler (professional
Investment Operations Since 2001 services), 2001-2002;
Committee and Chief Financial
Governance Officer, AARP (non-
Committee profit), 1996-2001.

Cynthia A. Hargadon Trustee, Member of 1 Year Chief Investment 11 Director,
(50) the Audit Committee, Term Officer, North Point Wilshire
Fund Operations Advisors LLC Target
Committee, Served (consulting), 2003- Funds, 2001-
Investment Operations Since 1997 present; President, present.
Committee and Hargadon Associates
Governance (asset management
Committee consulting), 2002-
2003; President,
Potomac Asset
Management, Inc.,
2000-2002; Director of
Investments, National
Automobile Dealers
Association,
1999-2000.

Number of
Portfolios in
Fund
Term of Office Complex Other
Name, Address Position(s) Held and Length of Principal Occupation(s) Overseen by Directorships
and Age(1) with Trust Time Served During Past 5 Years(2) Trustee Held by Trustee
------------------ ---------------------- -------------- ------------------------- ------------- ---------------

Gordon Holmes Trustee, Chairman of 1 Year Instructor at Bentley 11 None
(66) the Audit Committee Term College; Certified
and Member of the Public Accountant;
Fund Operations Served Retired Partner, Tofias,
Committee, Investment Since 1991 Fleishman, Shapiro &
Operations Committee Co., P.C.
and Governance (Accountants).
Committee

Attiat F. Ott (69) Trustee, Chairman of 1 Year Professor of 11 None
the Fund Operations Term Economics and
Committee and Director of the Institute
Member of the Audit Served for Economic Studies,
Committee, Investment Since 1982 Clark University.
Operations Committee
and Governance
Committee

Ranne P. Warner Trustee, Chairman of 1 Year President, Centros 11 Director,
(60) the Governance Term Properties, USA; Wainwright
Committee and Owner, Ranne P. Bank & Trust
Member of the Audit Served Warner and Company; Co.
Committee, Fund Since 1991 Blackstone Exchange (commercial
Operations Committee LLC (real estate) 2001- bank).
and Investment present.
Operations Committee

*John P. Kavanaugh Chairman, Trustee and 1 Year President, Opus 11 None
(50) President, Chairman of Term Investment
the Investment Management, Inc.
Operations Committee Served ("OIM"); Vice
Since 1995 President, Director,
Chief Investment
Officer, First Allmerica
Financial Life
Insurance Company
("First Allmerica") and
Allmerica Financial
Life Insurance and
Annuity Company
("Allmerica Financial
Life").

Number of
Portfolios in
Fund
Term of Office Complex Other
Name, Address Position(s) Held and Length of Principal Occupation(s) Overseen by Directorships
and Age(1) with Trust Time Served During Past 5 Years(2) Trustee Held by Trustee
--------------------- -------------------- -------------- ----------------------- ------------- ---------------

*Edward J. Parry, III Trustee, Member of 1 Year Executive Vice 11 None
(45) the Investment Term President, Director,
Operations Committee Chief Financial
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
because of their affiliations with Allmerica Financial Corporation ("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.

OWNERSHIP OF SHARES BY TRUSTEES
AS OF MARCH 1, 2005

Aggregate Dollar Range of
Equity Securities in All
Dollar Range of Funds Overseen by Trustee
Equity Securities in in Family of Investment
Name of Trustee the Trust Companies
--------------- -------------------- -------------------------

P. Kevin Condron.... $1 - $10,000 $1 - $10,000

Jocelyn S. Davis.... None None

Cynthia A. Hargadon. $1 - $10,000 $1 - $10,000

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 $10,001 - $50,000

The Trust's Board, which is currently composed of six non-interested
Trustees and two interested Trustees, met five times during the fiscal year
ended December 31, 2004. 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
Aggregate Compensation Trust and Fund Complex
Name of Person and Position from Trust Paid to Trustees
--------------------------- ---------------------- -----------------------

P. Kevin Condron............................... $3,103 $33,897
Trustee, Member of the Audit Committee and Fund
Operations Committee

Jocelyn S. Davis............................... $3,103 $33,897
Trustee, Member of the Audit Committee and Fund
Operations Committee

Cynthia A. Hargadon............................ $3,119 $39,381
Trustee, Member of the Fund Operations
Committee, Investment Operations Committee and
Governance Committee

T. Britton Harris, IV *........................ $3,024 $35,976
Trustee, Member of the Governance Committee,
Investment Operations Committee and Fund
Operations Committee

Gordon Holmes.................................. $3,103 $35,397
Trustee, Chairman of the Audit Committee and
Member of the Fund Operations Committee

Attiat F. Ott.................................. $3,103 $35,397
Trustee, Chairman of the Fund Operations
Committee and Member of the Audit Committee

Ranne P. Warner................................ $3,119 $39,631
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

Edward J. Parry, III........................... None None
Trustee, Member of the Investment Operations
Committee

--------
* T. Britton Harris, IV has resigned from the Trust's Board effective February
10, 2005.

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. Currently, Dr. Ott (Chairman), Mr.
Condron, Ms. Davis, Ms. Hargadon, 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, 2004, the Committee had two meetings
relating to the Trust.

The Trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the Trust. Currently, Mr. Holmes (Chairman), Mr. Condron,
Ms. Davis, Ms. Hargadon, Dr. Ott and Ms. Warner 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, 2004, the Committee had five
meetings.

The Trust's Investment Operations Committee is composed of six Trustees who
are not interested persons of the Trust and two Trustees who are interested
persons of the Trust. Currently, Mr. Kavanaugh (Chairman), Mr. Condron, Ms.
Davis, Ms. Hargadon, Mr. Holmes, Dr. Ott, 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, 2004, the Committee had
five meetings relating to the Trust.

The Trust's Governance Committee is composed entirely of Trustees who are
not interested persons of the Trust. Currently Ms. Warner (Chairman), Mr.
Condron, Ms. Davis, Ms. Hargadon, Mr. Holmes, and Dr. Ott 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, 2004, the
Committee had four meetings. As required by regulations promulgated by the SEC,
a copy of the Governance Committee Charter was included as an appendix to the
Trust's proxy statement for the annual meeting of shareholders held on April
21, 2004. 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
I attached hereto. 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 ("NYSE"). 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, 2004.

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. 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 2006 must be received at the principal executive offices of the Trust, 440
Lincoln Street, Worcester, MA 01653, on or before November 1, 2005, 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 of Officers as of Served
2/28/05 Position with the Trust Since
------------------------------ ----------------------- ------

John P. Kavanaugh (50)...... Chairman of the Board, President and Trustee 1995
Paul T. Kane (48)........... Assistant Vice President and Treasurer
(Principal Accounting Officer, Principal
Financial Officer) 1999
Richard J. Litchfield (37).. Vice President 2001
Ann K. Tripp (46)........... Vice President 2000
Donald P. Wayman (47)....... Vice President 2003
George M. Boyd (60)......... 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, neither withholding
authority to vote nor abstentions nor broker nonvotes have any effect on the
outcome of the voting on the matter.

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
Audit Fees Types of Services Rule 2-01(c)(7)(i)(C) of Regulation S-X
------------------ ----------------- ---------------------------------------

2004 $27,000 -- --
2003 $25,850 -- --

Audit-Related Fees
------------------
2004 $ 0 -- 0%
2003 $ 0 -- 0%

Tax Fees
------------------
2004 $ 3,500 Tax return review 0%
2003 $ 3,300 Tax return review 0%

All Other Fees
------------------
2004 $ 0 -- 0%
2003 $ 0 -- 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
registrant's Audit Committee in accordance with the Audit Committee's Policy
for Pre-Approval of Services Provided by Independent Auditors.

For the last two fiscal years of the registrant, the independent accountants
billed aggregate non-audit fees in the following amounts to the registrant and
Opus Investment Management, Inc. ("Opus"), the Trust's investment adviser:

2004 $3,500
2003 $3,300

The Trust's Audit Committee has determined that the provision by PWC of
non-audit services that were rendered to OIM and that were not pre-approved by
the Audit Committee were compatible with maintaining the independence of PWC.

The following table presents fees billed by the registrant's independent
accountants for services required to be approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X.

Percentages of services
Audit-Related Total Non- approved by Audit
Fees Tax Fees All Other Fees Audit Fees Committee
------------- -------- -------------- ---------- -----------------------

2004 $0 $0 $0 $0 --
2003 $0 $0 $0 $0 --

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.

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, Cynthia A.
Hargadon, Attiat F. Ott and Ranne P. Warner, 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 NYSE 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. A copy of the Audit Committee charter was included as
an appendix to the Trust's proxy statement for the annual meeting of
shareholders held on April 21, 2004.

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 III. 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 2004 annual meeting.

SHAREHOLDERS ARE URGED TO VOTE, SIGN
AND MAIL THEIR PROXIES IMMEDIATELY.

John P. Kavanaugh
Chairman

March 11, 2005
Worcester, MA

APPENDIX I

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 Act 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

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).
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* 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 20, 2005 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.

(Continued, and to be signed and dated, on reverse side.)

ALLMERICA SECURITIES TRUST
PO BOX 11182
NEW YORK, NY 10203-0182

Sign, Date and Return the Proxy Card
Promptly Using the Enclosed Envelope. [X]
Votes MUST be indicated
(x) in Black or Blue ink.

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,
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.

To change address please mark this box [_]

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.

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Dated: Shareowner sign here Co-Owner sign here