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COLONIAL EMPLOYEES MUTUAL FUND, INC.
Suite 1001
400 Madison Avenue
New York 17, N.Y.

February 9, 1955

Dear Fellow Stockholder:

Colonial Employee Mutual Fund, Inc., has heretofore issued and sold certain shares of its common stock to the employees of Colonial Airlines, Inc., including the sale of one share of such stock to you for a price of $10.

The management of the Fund issued and sold such stock in the belief that it was engaging in a private sale and was, therefore, entitled to an exemption from the Securities Act of 1933 under Section 4(1) therefor.

In connection with the filing of a formal claim for an exemption from the provisions of the Securities Act for the issuance of stock in the Fund to other employees of Colonial Airlines, Inc., the Securities and Exchange Commission has raised the question of the propriety of our claim that the stock in the Fund originally issued and sold was a so-called private offering.

Although we honestly believe that the original sales of stock in the Fund, including the sale of one share to you was exempt, we have decided that in order to avoid any possible claim that we have proceeded in an improper manner and in order to demonstrate that we have not in any way sought to avoid any of the requirements of the Securities Act and in order to avoid any contingent civil liabilities which may arise against he Fund under Section 12 of the Securities Act, the Fund should offer to each stockholder of the Fund an opportunity to rescind his purchase if he so desires. Thus, you may not return your stock certificate and we shall repay the purchase price thereof to you if you now so desire.

On the other hand, if you still want to patriciate in the Fund and help us achieve the purposes for which it was organized, you may reaffirm your original purchase and thereby continue as a stockholder of the Fund. In this connection we would appreciate your filling out the enclosed form and returning it to us. If you desire to disaffirm your purchase, this form must be returned within ten days.

COLONIAL EMPLOYEES MUTUAL FUND, INC.

By. R.B. Silver
President