<PAGE>
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 240.14a-11(c) or Section 240.14a-12
ALLMERICA INVESTMENT TRUST
-------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Same
-------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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:
N/A
-----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
N/A
-----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
N/A
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
N/A
-----------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------
4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
[ALLMERICA LETTERHEAD]
September 11, 1995
Dear Valued Client,
The enclosed proxy material describes a proposed transaction involving
the purchase of Miller, Anderson & Sherrerd, LLP, the subadviser to the
Growth Fund by Morgan Stanley Group, Inc. For ease of identification, the
term "MAS" is used in the enclosed proxy materials to refer to Miller
Anderson & Sherrerd, LLP after the closing of the transaction. The
transaction will involve the purchase of all of the partnership interests in
Miller Anderson & Sherrerd, LLP by an indirect wholly-owned subsidiary of
Morgan Stanley Group, Inc., either alone or together with one or more of
its affiliates (the "buyer").
MAS will continue to use its name after the closing of the transaction.
No material changes in the subadviser's investment philosophy,
policies, or strategies are contemplated. After the transaction, MAS will
continue to operate from its offices in West Conshohocken, Pennsylvania,
with the same personnel functioning in the same capacities as before the
transaction. The same persons who are presently responsible for the
investment strategies of the subadviser will continue to direct its
investment strategies following the consummation of the transaction. In
connection with the transaction, certain key personnel of Miller Anderson &
Sherrerd, LLP, including the partner responsible for managing the assets of
the Growth Fund, will enter into five-year employment agreements with the
buyer or one of its affiliates that will take effect after the closing of
the transaction.
Because the change in ownership of Miller Anderson & Sherrerd, LLP
amounts to a transfer of control under the provisions of the Investment
Company Act of 1940, the shareholders of the Growth Fund must approve a new
contract between Allmerica Investment Management Company, Inc., and MAS
in order for MAS to continue to manage the Fund.
The Trustees are satisfied that the provisions of the transaction,
including the employment contracts to be entered into with key
personnel of Miller Anderson & Sherrerd, LLP, particularly those most
responsible for the operations of the Fund, should not result in any
significant changes in the day-to-day management of the Fund by MAS. In
addition, the transaction offers MAS the expertise of the buyer's
affiliates in global markets and the reputation and experience of the
buyer's affiliates as advisers and/or administrators to other mutual funds.
Consequently, the Trustees are proposing a new subadvisory agreement
with MAS. The substantive terms of this new subadvisory agreement are
identical to those of the existing agreement. The Trustees recommend that
you vote to approve this new contract.
Enclosed you will find the proxy statement which details the transaction
and the subadviser contract you are being asked to approve. We encourage you
to be sure to return your proxy voting card in the postage-paid envelope
provided. If your proxy is not received, the votes attributable to your
interest will be voted in the same ratio as votes for which instructions
have been received.
Should you have any questions, please call your Investment
Representative. You may also call one of our Customer Service Representatives
at (800) 533-7881, between 9 a.m. and 5 p.m. Eastern Daylight Time. We look
forward to continuing to meet your investment needs.
Sincerely,
Richard M. Reilly
PRESIDENT
Allmerica Investment Trust
<PAGE>
GROWTH FUND
OF
ALLMERICA INVESTMENT TRUST
440 LINCOLN STREET
WORCESTER, MA 01653
------------------------
NOTICE OF SPECIAL MEETING
------------------------
To the Shareholders:
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of the Growth Fund (the "Fund"), a separate series of Allmerica
Investment Trust (the "Trust"), will be held on October 18, 1995, at 10:00 a.m.
local time at the offices of Allmerica Investment Management Company, Inc.
("AIMCO"), 440 Lincoln Street, Worcester, MA 01653. At the Meeting, you and the
other Shareholders of the Fund will be asked to consider and vote:
1. To approve or disapprove a new Subadviser Agreement between AIMCO and
MAS (as defined in the Proxy Statement attached hereto), effective upon the
acquisition by Morgan Stanley Asset Management Holdings, Inc., either alone or
together with one or more affiliates, of all of the outstanding partnership
interests of Miller Anderson & Sherrerd, LLP pursuant to the Transaction
described in the Proxy Statement attached hereto.
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
Shareholders of record at the close of business on August 8, 1995 are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement. Regardless of whether you plan to attend the
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD so
that a quorum will be present and a maximum number of shares may be voted. If
you are present at the Meeting, you may change your vote, if desired, at that
time.
By Order of the Board of Trustees
PATRICIA L. BICKIMER
SECRETARY
Worcester, MA
September 11, 1995
<PAGE>
GROWTH FUND
OF
ALLMERICA INVESTMENT TRUST
440 LINCOLN STREET
WORCESTER, MA 01653
---------------------
PROXY STATEMENT
---------------------
The enclosed proxy is solicited by and on behalf of the Board of Trustees of
Allmerica Investment Trust (the "Trust") in connection with a Special Meeting of
Shareholders of the Fund (the "Meeting") to be held on October 18, 1995, at
10:00 a.m., Eastern Daylight Time, at the offices of Allmerica Investment
Management Company, Inc. ("AIMCO"), 440 Lincoln Street, Worcester, MA 01653, for
the purposes set forth below and in the accompanying Notice of Special Meeting.
The approximate mailing date of this Proxy Statement is September 11, 1995. At
the Meeting the Shareholders of the Fund will be asked:
1. To approve or disapprove a new Subadviser Agreement (the "New Subadvisory
Agreement") between AIMCO and MAS (as defined below), effective upon the
acquisition by Morgan Stanley Asset Management Holdings, Inc., either
alone or together with one or more affiliates, of all of the outstanding
partnership interests of Miller Anderson & Sherrerd, LLP pursuant to the
Transaction described below.
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
A Shareholder may revoke the accompanying proxy at any time prior to its use
by filing with the Secretary of the Trust a written revocation or duly executed
proxy bearing a later date. The proxy will not be voted if the Shareholder is
present at the Meeting and elects to vote in person. Attendance at the Meeting
alone will not serve to revoke the proxy.
In addition to the solicitation of proxies by mail, officers and employees
of the Trust, without additional compensation, may solicit proxies in person or
by telephone. The costs associated with such solicitation and the Meeting will
be borne by MAS and Morgan Stanley Asset Management Holdings Inc. ("MSAM
Holdings"), and not by the Fund or the Trust.
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF THE MOST RECENT ANNUAL
REPORT TO SHAREHOLDERS OF THE FUND AND THE MOST RECENT SEMI-ANNUAL REPORT
SUCCEEDING SUCH ANNUAL REPORT ON REQUEST. REQUESTS SHOULD BE DIRECTED TO THE
FUND AT 440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653 OR BY CALLING (800)
533-7881.
The shares of the Fund may only be purchased by separate accounts ("Separate
Accounts") established by State Mutual Life Assurance Company of America ("State
Mutual") or SMA Life Assurance Company ("SMA"), a subsidiary of State Mutual,
for the purpose of funding variable annuity contracts and variable life
insurance policies (such contracts and policies are referred to hereafter as
"Contracts") issued by State Mutual or SMA. State Mutual and SMA, however, will
vote the shares of the Fund held in each Separate Account in accordance with
instructions received from variable life insurance policy owners and variable
annuity contract owners or participants (collectively, "Contract Owners") with
respect to all matters on which Fund Shareholders are entitled to vote.
Interests in Contracts for which no timely instructions are received will be
voted in proportion to the instructions which are received from Contract Owners.
State
<PAGE>
Mutual and SMA also will vote shares in a Separate Account that they own and
which are not attributable to Contracts in the same proportion. As of the close
of business on August 8, 1995, there were 186,820,597 shares of the Fund
outstanding.
The persons named in the accompanying proxy will vote in each case as
directed by the proxy, but in the absence of such voting directions, they intend
to vote FOR each proposal and may vote in their discretion with respect to other
matters not now known to the Board of Trustees that may be presented at the
Meeting.
The Trust's investment adviser is AIMCO, a wholly-owned subsidiary of State
Mutual. The address of AIMCO and State Mutual is 440 Lincoln Street, Worcester,
MA 01653. The Shareholder Services Group, Inc., d/b/a 440 Financial Group, a
wholly-owned subsidiary of First Data Corp., calculates net asset value per
share, maintains general accounting records and performs administrative services
for the Fund. Its address is 290 Donald Lynch Boulevard, Marlboro, MA 01752.
All information contained in this Proxy Statement about MAS and the Purchase
Agreement (as hereinafter defined) has been provided by Miller Anderson &
Sherrerd, LLP, the Fund's current subadviser.
PROPOSAL 1.
APPROVAL OF A NEW SUBADVISORY AGREEMENT FOR THE FUND
BACKGROUND
Shareholders of the Fund as defined below are being asked to approve the New
Subadvisory Agreement for the Fund with MAS (as defined below) to take effect
following the sale, pursuant to the Purchase Agreement dated as of June 29, 1995
(the "Purchase Agreement"), of all partnership interests in Miller Anderson &
Sherrerd, LLP (the current subadviser of the Fund) to MSAM Holdings, an indirect
wholly-owned subsidiary of Morgan Stanley Group Inc. ("MS Group"), alone or
together with one or more affiliates (the "Transaction"). The New Subadvisory
Agreement will be between AIMCO, as investment adviser to the Fund, and MAS.
Following such sale under the Purchase Agreement, Miller Anderson & Sherrerd,
LLP (or its business) will be wholly-owned, directly or indirectly, by MSAM
Holdings, either alone or together with one or more of its affiliates, whether
by ownership of partnership interests, by merger of Miller Anderson & Sherrerd,
LLP into a direct or indirect wholly-owned subsidiary of MSAM Holdings or an
affiliate, or otherwise. Miller Anderson & Sherrerd, LLP (or its business), as
so wholly-owned by MSAM Holdings and/ or its affiliates following such sale is
referred to herein as "MAS." (Miller Anderson & Sherrerd, LLP as it exists prior
to the closing of the Transaction, and MAS as it will exist after the closing,
are sometimes referred to hereafter as the "Subadviser.")
The New Subadvisory Agreement is necessary because, as required under the
Investment Company Act of 1940 ("Investment Company Act"), the existing
agreement (the "Existing Subadvisory Agreement") provides for its automatic
termination in the event of its assignment. Completion of the Transaction,
whereby MSAM Holdings, an indirect, wholly-owned subsidiary of MS Group, alone
or together with one or more affiliates, will acquire all of the outstanding
partnership interests of Miller Anderson & Sherrerd, LLP, the current subadviser
of the Fund, will constitute an assignment of the Existing Subadvisory
Agreement.
No material changes in the Subadviser's investment philosophy, policies, or
strategies are contemplated. After the Transaction, MAS will continue to operate
from its offices in West Conshohocken, Pennsylvania, with the same personnel
functioning in the same capacities as before the Transaction. The
2
<PAGE>
same persons who are presently responsible for the investment strategies of the
Subadviser will continue to direct its investment strategies following the
consummation of the Transaction. In connection with the Transaction, certain key
personnel of Miller Anderson & Sherrerd, LLP, including the partner responsible
for managing the assets of the Fund, will enter into five-year employment
agreements with MSAM Holdings or one of its affiliates that will take effect
after closing of the Transaction.
Under the Purchase Agreement, each Partner of Miller Anderson & Sherrerd,
LLP will sell to MSAM Holdings (or to one or more of its affiliates) such
Partner's entire partnership interest. Each Partner will be paid at least in
part in cash. Some Partners will be paid partly in cash and partly with a note
and MS Group common stock. The total purchase price is $350 million and is
subject to adjustment at closing as provided in the Purchase Agreement.
Section 15(f) of the Investment Company Act provides that, when a change in
the control of an investment adviser or subadviser to an investment company
occurs, the investment adviser or any of its affiliated persons may receive any
amount or benefit in connection therewith as long as two conditions are
satisfied. First, no "unfair burden" may be imposed on the investment company as
a result of the transaction relating to the change of control, or any express or
implied terms, conditions or understandings applicable thereto. As defined in
the Investment Company Act, the term "unfair burden" includes any arrangement
during the two year period after the change in control whereby the investment
adviser (or predecessor or successor adviser), or any interested person of any
such adviser, receives or is entitled to receive any compensation, directly or
indirectly, from the investment company or its security holders (other than fees
for bona fide investment advisory or other services), or from any person in
connection with the purchase or sale of securities or other property to, from,
or on behalf of the investment company (other than fees for bona fide brokerage
and principal underwriting services). No such compensation arrangements are
contemplated in the Transaction. In the Purchase Agreement, Miller Anderson &
Sherrerd, LLP and its Subsidiaries and Affiliates (as defined therein), and
Morgan Stanley Asset Management Inc. ("MSAM"), MSAM Holdings and their relevant
subsidiaries and affiliates have agreed to use their best efforts to ensure that
the Transaction will not cause the imposition of an unfair burden on the Fund.
The second condition is that, during the three year period immediately
following consummation of the Transaction, at least 75% of an investment
company's board of trustees must not be "interested persons" of the investment
adviser of the investment company or the predecessor investment adviser within
the meaning of the Investment Company Act. AIMCO and MAS believe that this
condition is satisfied if at least 75% of the Trustees are not "interested
persons" of MAS, MSAM Holdings, or any of their affiliates. At present, none of
the Trustees is an "interested person" of MAS, MSAM Holdings, or any of their
affiliates.
There are a number of other conditions precedent to the closing of the
Transaction. Such conditions include, among other things, that all regulatory
filings, applications and notifications will have been duly and properly made or
obtained. If the conditions for the Transaction are not met and the acquisition
of Miller Anderson & Sherrerd, LLP is not completed, the Existing Subadvisory
Agreement will remain in effect. In the event the New Subadvisory Agreement is
not approved by the Fund's Shareholders and the Transaction is completed, the
Trustees will promptly seek to enter new subadvisory arrangements for the Fund,
subject to subsequent approval by the Fund's Shareholders.
3
<PAGE>
DESCRIPTION OF THE EXISTING SUBADVISORY AGREEMENT AND THE NEW SUBADVISORY
AGREEMENT
The Existing Subadvisory Agreement between AIMCO and Miller Anderson &
Sherrerd, LLP as Subadviser thereunder, was executed as of July 1, 1992 and was
approved by the Fund's initial shareholder on June 16, 1992. Except for the
description of the Subadviser and different effective and termination dates, the
terms of the New Subadvisory Agreement are identical in all respects to the
terms of the Existing Subadvisory Agreement. The New Subadvisory Agreement is
attached to this Proxy Statement as Exhibit A, and the description of the New
Subadvisory Agreement set forth in this Proxy Statement is qualified in its
entirety by reference to Exhibit A.
The New Subadvisory Agreement provides that MAS, as Subadviser thereunder,
in return for its fee, and subject to the control and supervision of the Board
of Trustees and in conformance with the investment objectives and policies of
the Fund set forth in the Trust's current registration statement and any other
policies established by the Board of Trustees or AIMCO, will manage the
investment and reinvestment of the assets of the Fund. In this regard, it is the
responsibility of the Subadviser to make investment decisions for the Fund and
to place the Fund's purchase and sale orders for investment securities. The New
Subadvisory Agreement states that the Subadviser will provide at its expense all
necessary investment management and administrative facilities, including
salaries of personnel and equipment needed to carry out its duties under the
Agreement, but excluding pricing and bookkeeping services.
The New Subadvisory Agreement shall remain in full force and effect for two
years from the date it is executed and shall continue in full force and effect
for successive periods of one year thereafter, but only so long as the
Agreement's continuance is specifically approved annually by the Board of
Trustees, or by vote of the holders of a majority of the Fund's outstanding
voting securities, and by the vote of a majority of the Trustees who are not
"interested persons" of the Trust, AIMCO, MAS, or any other subadviser to the
Trust. The New Subadvisory Agreement may be terminated at any time, without the
payment of any penalty by AIMCO or the Fund, by vote of a majority of the
Trustees or by vote of a majority of the outstanding voting securities of the
Fund on 60 days' written notice to the Subadviser. As required by the Investment
Company Act, the New Subadvisory Agreement will automatically terminate in the
event of its assignment or in the event that the Management Agreement between
the Trust and AIMCO shall have terminated for any reason.
The New Subadvisory Agreement provides that, in the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of the Subadviser, or
(ii) reckless disregard by the Subadviser of its obligations and duties under
the Agreement, the Subadviser shall not be liable to the Trust, or to any
Shareholder of the Trust, for any act or omission in the course of, or connected
with, rendering services under the Agreement.
MAS has entered into separate advisory agreements with certain affiliates of
AIMCO (these affiliates, together with AIMCO, are referred to hereafter as the
"Affiliated Clients"). The Affiliated Clients' assets managed by MAS, including
the assets of the Fund, are aggregated for purposes of determining the annual
fee to be paid to MAS and each of the Affiliated Clients pays its proportionate
share of the total fee. AIMCO pays the fees earned by MAS with respect to its
management of the Fund's assets. As compensation for the services MAS renders to
the Affiliated Clients, including the Fund, MAS is paid a quarterly fee based on
an annual rate determined according to the following schedule:
.500% of the first $50 million under management
.375% of the amounts from $50 million to $100 million under management
4
<PAGE>
.250% of the amounts from $100 million to $500 million under management
.200% of the amounts from $500 million to $850 million under management
.150% of the amounts exceeding $850 million under management
The annual rate will remain unchanged under the New Subadvisory Agreement.
During the fiscal year ended December 31, 1994, AIMCO paid Miller Anderson &
Sherrerd, LLP $856,694 for its management of the Fund.
INFORMATION REGARDING MILLER ANDERSON & SHERRERD, LLP
Miller Anderson & Sherrerd, LLP has been in the investment advisory business
since 1969, and as of June 30, 1995 had approximately $33 billion in assets
under management. Miller Anderson & Sherrerd, LLP is registered under the
Investment Advisers Act of 1940 (the "Advisers Act"). After consummation of the
Transaction, MAS will continue to be registered under the Advisers Act and will
employ the same key personnel as Miller Anderson & Sherrerd, LLP did previously.
Listed below are the names and principal occupations of each of the
principal executive officers of the Subadviser. The principal business address
of each is One Tower Bridge, West Conshohocken, Pennsylvania 19428.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION
------------------------------ ------------------------------------------------
<S> <C>
Thomas L. Bennett Partner, Miller Anderson & Sherrerd, LLP
Gary G. Schlarbaum Partner, Miller Anderson & Sherrerd, LLP
Marna C. Whittington Partner, Miller Anderson & Sherrerd, LLP
Dean Williams Partner, Miller Anderson & Sherrerd, LLP
Richard B. Worley Partner, Miller Anderson & Sherrerd, LLP
</TABLE>
Miller Anderson & Sherrerd, LLP also serves as investment adviser or
subadviser to other registered investment companies with investment objectives
similar to the Fund's investment objective. These funds and the net assets and
annual advisory fees of each are listed at Exhibit B of this Proxy Statement.
INFORMATION CONCERNING THE MORGAN STANLEY GROUP
MS Group and various of its directly or indirectly owned subsidiaries,
including Morgan Stanley & Co. Incorporated ("MS&Co."), a registered
broker-dealer and investment adviser, and Morgan Stanley International, are
engaged in a wide range of financial services. Their principal businesses
include: securities underwriting, distribution, and trading; merger,
acquisition, restructuring, and other corporate finance advisory activities;
merchant banking; stock brokerage and research services; asset management;
trading of futures, options, foreign exchange, commodities, and swaps (involving
foreign exchange, commodities, indices, and interest rates); real estate advice,
financing, and investing; and global custody, securities clearance services, and
securities lending.
MSAM is a wholly-owned subsidiary of MS Group and an investment adviser
registered under the Advisers Act. MSAM is investment adviser to three
registered open-end investment companies, consisting in the aggregate of 38
portfolios, and thirteen registered closed-end investment companies. MSAM also
serves as subadviser to a number of other registered investment companies. As of
December 31, 1994, MSAM and its affiliates together had approximately $48
billion of assets under management.
MSAM Holdings is a wholly-owned subsidiary of MSAM and will, either alone or
together with one or more of its affiliates, acquire Miller Anderson & Sherrerd,
LLP in the Transaction.
5
<PAGE>
TRUSTEES' CONSIDERATION
The Board of Trustees met on August 8, 1995 to consider the effect of the
Transaction on the management of the Fund and whether to approve the New
Subadvisory Agreement between AIMCO and MAS and recommend it to the Fund's
Shareholders. In their consideration of the New Subadvisory Agreement, the
Trustees received and reviewed information concerning the intentions of both
Miller Sherrerd & Anderson, LLP and MS Group in light of the proposed
Transaction and the change in control of the Subadviser, resulting in its
ownership by MS Group. The Trustees requested and received information
concerning the relationship of the Subadviser with MS Group, MSAM, and their
affiliates following the Transaction with respect to the Subadviser's
management, policies, investment management philosophy, and strategies. In this
regard, the Trustees received assurances that the Subadviser would continue to
be operated as a separate business unit with the same personnel functioning in
the same capacities following the consummation of the Transaction as previously.
The Trustees were informed that the Subadviser and MSAM would act jointly in the
future with respect to management of the Subadviser's business and in such areas
as marketing, operations, administration, and systems. The Trustees were
informed that it was intended that the investment management philosophy,
policies, and strategies currently pursued by the Subadviser for the Fund would
not be affected by the Transaction. The Trustees received assurances that the
Partners of the Subadviser who manage the Fund's assets would continue to be
employed by the Subadviser in the same capacities following the consummation of
the Transaction, and that other than with respect to those Partners of the
Subadviser who had previously planned retirements, such Partners had entered
into five year employment agreements with MSAM. The Trustees were provided with
information satisfactory to them with respect to the financial resources of the
Subadviser following the Transaction, and the commitment of MSAM to the
continuance, or enhancement, without interruption, of services of the quality
and type currently provided by the Subadviser to the Fund. The Trustees
considered expected benefits to the Fund, including the expertise of affiliates
of MS Group in global markets and the reputation and experience of affiliates of
MS Group as advisers and/or administrators to other mutual funds. The Trustees
were informed that the Fund would not bear any of the expenses incurred by the
Fund in connection with the Meeting and the solicitation of proxies.
In connection with their decision to approve the New Advisory Agreement and
to recommend it to the Shareholders of the Fund for approval, the Trustees acted
in contemplation of the factors that they had considered at a meeting of the
Board of Trustees on May 9, 1995, at which the Trustees, including the Trustees
who were not "interested persons," approved the Existing Subadvisory Agreement
with Miller Anderson & Sherrerd, LLP. The Trustees considered a number of
factors at the May 9, 1995 meeting including, but not limited to, the following:
the historic performance of the Fund as compared to relevant industry indices
and comparable investment companies; the nature and quality of the services
expected to be rendered to the Fund by MAS and the costs associated with those
services; the terms of the Existing Subadvisory Agreement and the fees payable
thereunder to the Subadviser as compared to fees paid to investment advisers and
subadvisers of similar investment companies; the benefits accruing to the
Subadviser as a result of its affiliation with the Fund; the profitability of
the Subadviser; and the history, reputation, qualifications, and background of
the Subadviser.
Miller Anderson & Sherrerd, LLP has advised the Board of Trustees that it
expects that there will be no dilution in the scope or quality of advisory
services provided to the Fund as a result of the Transaction.
6
<PAGE>
Accordingly, the Board of Trustees believes that the Fund should receive
investment advisory services under the New Subadvisory Agreement equal or
superior to those currently received under the Existing Subadvisory Agreement,
at the same fee levels.
After the consummation of the Transaction, MS&Co. will be an "affiliated
person" of the Fund, as defined in Section 2(a)(3) of the Investment Company
Act. The Investment Company Act imposes certain restrictions on transactions
involving a registered investment company and certain affiliates thereof.
Accordingly, the Fund's ability to engage in certain transactions with MS&Co.
after the closing of the Transaction will be limited. The Trustees do not
believe that these restrictions will have a material effect on the management or
performance of the Fund.
As a result of its investigation and deliberations concerning the
Transaction and the New Subadvisory Agreement, the Trustees, including all of
the Trustees who are not "interested persons," concluded that the terms of the
New Subadvisory Agreement are fair to, and in the best interest of, the Trust,
the Fund, and the Fund's Shareholders. Accordingly, the Board of Trustees,
including all of the Trustees who are not "interested persons," voted at its
meeting on August 8, 1995 to approve the New Subadvisory Agreement between AIMCO
and MAS and to recommend it to the Shareholders of the Fund for their approval.
RECOMMENDATION AND REQUIRED VOTE
At the Meeting, the Shareholders of the Fund will vote on the proposed New
Subadvisory Agreement. The affirmative vote of the holders of a majority of the
outstanding shares of the Fund is required to approve this proposal. "Majority"
for this purpose under the Investment Company Act means the lesser of (i) 67% of
the shares represented at the meeting if more than 50% of such outstanding
shares are represented, or (ii) more than 50% of such outstanding shares. Where
a Shareholder abstains, the shares represented will be counted as present and
entitled to vote on the matter for purposes of determining a quorum, but the
abstention will have the effect of a negative vote on the proposal.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF
THE FUND VOTE FOR THE NEW SUBADVISORY AGREEMENT.
ADDITIONAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
The Trust's management does not know of any matters to be presented at the
Meeting other than that described in this Proxy Statement. If other business
should properly come before the Meeting, the proxyholders will vote thereon in
accordance with their best judgment.
DISTRIBUTION OF SHARES AND CONTRACTS
Allmerica Investments, Inc. ("Allmerica"), an indirect wholly-owned
subsidiary of State Mutual, 440 Lincoln Street, Worcester, Massachusetts 01653,
is the distributor for the Trust. The Contracts and certificates evidencing
coverage by such Contracts may be purchased from representatives of Allmerica.
PORTFOLIO TRANSACTIONS
The Subadviser is authorized to select the brokers or dealers to execute
purchases and sales of investment securities for the Fund seeking best execution
with respect to all transactions for the Fund. The Subadviser may, however,
consistent with the best interests of the Fund, also select brokers on the basis
of
7
<PAGE>
the research and brokerage services they provide. Research services furnished by
brokers to the Subadviser may be used by the Subadviser in managing all of its
accounts and not all such services may be used by the Subadviser in connection
with the Fund. A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same transaction,
provided that any such commission is paid in compliance with the Securities
Exchange Act of 1934, as amended. The Trust also allocates to certain brokers a
certain percentage of commissions from transactions of the Fund. Brokerage firms
whose customers purchase variable annuity contracts or variable life insurance
policies funded by shares of the Fund may participate in brokerage commissions.
Brokerage transactions are not placed with any person affiliated with the Fund,
AIMCO, MAS, or MSAM Holdings, except as permitted by law.
For its fiscal year ended December 31, 1994, the Fund paid no brokerage
commissions to any affiliate of the Fund, AIMCO, or Miller Anderson & Sherrerd,
LLP.
SHAREHOLDER PROPOSALS
The Meeting is a Special Meeting of Shareholders. The Trust and the Fund are
not required to, nor does either intend to, hold regular annual meetings of its
Shareholders. If such a meeting is called, any Shareholder who wishes to submit
a proposal for consideration at the meeting should submit the proposal promptly
to the Trust.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A
QUORUM IS PRESENT AT THE SPECIAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
RICHARD M. REILLY
PRESIDENT
September 11, 1995
Worcester, MA
8
<PAGE>
EXHIBIT LIST
<TABLE>
<S> <C> <C>
Exhibit A -- Form of New Subadviser Agreement
Exhibit B -- List of Investment Companies for which MAS serves as an Investment Adviser or
Subadviser with similar investment objectives.
</TABLE>
9
<PAGE>
EXHIBIT A
SUBADVISER AGREEMENT
Subadviser Agreement executed as of 1995 between Allmerica
Investment Management, Inc. (the "Manager"), and MILLER, ANDERSON & SHERRERD,
LLP (or any successor-in-interest (by merger or otherwise) thereto or transferee
thereof that does not involve an "assignment" within the meaning of the
Investment Company Act of 1940 and that is a limited partnership or other entity
wholly-owned, directly or indirectly, by Morgan Stanley Asset Management
Holdings, Inc. and/or its affiliates; Miller Anderson & Sherrerd, LLP or such
successor-in-interest or transferee being referred to herein as the
"Subadviser").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is agreed
as follows:
1. SERVICES TO BE RENDERED BY SUBADVISER TO THE TRUST
(a) Subject always to the control of the Trustees of Allmerica Investment
Trust (the "Trust"), a Massachusetts business trust, the Subadviser, at its
expense, will furnish continuously an investment program for each of the
following series of shares of the Trust: the Growth Fund and such other series
of shares as the Trust, the Manager and the Subadviser may from time to time
agree on (together, the "Funds"). The Subadviser will make investment decisions
on behalf of each of the Funds and place all orders for the purchase and sale of
portfolio securities. In the performance of its duties, the Subadviser will
comply with the provisions of the Agreement and Declaration of Trust and Bylaws
of the Trust and the objectives and policies of each of the Funds, as set forth
in the current Registration Statement of the Trust filed with the Securities and
Exchange Commission and any applicable federal and state laws, and will comply
with other policies which the Trustees of the Trust (the "Trustees") or the
Manager, as the case may be, may from time to time determine in writing. The
Subadviser shall make its officers and employees available to the Manager from
time to time at reasonable times to review investment policies of the Funds and
to consult with the Manager regarding the investment affairs of the Funds.
(b) The Subadviser, at its expense, will furnish (i) all necessary
investment and management facilities, including salaries of personnel required
for it to execute its duties faithfully, and (ii) administrative facilities,
including clerical personnel and equipment necessary for the efficient conduct
of the investment affairs of each of the Funds (excluding pricing and
bookkeeping services).
(c) The Subadviser shall place all orders for the purchase and sale of
portfolio investments for each Fund with issuers, brokers or dealers selected by
the Subadviser which may include brokers or dealers affiliated with the
Subadviser. In the selection of such brokers or dealers and the placing of such
orders, the Subadviser always shall seek best execution, (except to the extent
permitted by the next sentence hereof) which is to place portfolio transactions
where each Fund can obtain the most favorable combination of price and execution
services in particular transactions or provided on a continuing basis by a
broker or dealer, and to deal directly with a principal market maker in
connection with over-the-counter transactions, except when it is believed that
best execution is obtainable elsewhere. Subject to such policies as the Trustees
may determine, the Subadviser shall not be deemed to have acted unlawfully or to
have breached any duty created by this Agreement or otherwise solely by reason
of its having caused the Trust to pay a broker or
1
<PAGE>
dealer that provides brokerage and research services an amount of commission
another broker or dealer would have charged for effecting that transaction, if
the Subadviser determines in good faith that such excess amount of commission
was reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Subadviser and its affiliates
with respect to the Trust and to other clients of the Subadviser as to which
Subadviser or any affiliate of the Subadviser exercises investment discretion.
(d) The Subadviser shall not be obligated to pay any expenses of or for a
Fund not expressly assumed by the Subadviser pursuant to this Section 1.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Subadviser, and in any person
controlled by or under common control with the Subadviser, and that the
Subadviser and any person controlled by or under common control with the
Subadviser may have an interest in the Trust. It is also understood that the
Subadviser and person controlled by or under common control with the Subadviser
have and may have advisory, management service or other contracts with other
organizations and persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUBADVISER
The Manager will pay to the Subadviser as compensation for the Subadviser's
services rendered and for the expenses borne by the Subadviser pursuant to
Section 1, a fee, determined as described in Schedule A which is attached hereto
and made a part hereof. Such fee shall be paid by the Manager and not by the
Trust.
4. AMENDMENTS OF THIS AGREEMENT
This Agreement (including Schedule A hereto) shall not be amended as to any
Fund unless such amendment is approved at a meeting by the affirmative vote of a
majority of the outstanding voting securities of the Fund, and by the vote, cast
in person at a meeting called for the purpose of voting on such approval, of a
majority of the Trustees who are not interested persons of the Trust or of the
Manager or of the Subadviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT
This Agreement shall be effective as of the date executed, and shall remain
in full force and effect as to each Fund continuously thereafter, until
terminated as provided below.
A. Unless terminated as herein provided, this Agreement shall remain in full
force and effect for two years from the date hereof, and shall continue
in full force and effect for successive periods of one year thereafter,
but only so long as each such continuance is approved annually (i) by the
Trustees or by the affirmative vote of a majority of the outstanding
voting securities of a Fund, and (ii) by a vote of a majority of the
Trustees who are not interested persons of the Trust or of the Manager or
of any Subadviser, by vote cast in person at a meeting called for the
purpose of voting on such approval; provided, however, that if the
continuance of this Agreement is submitted to the shareholders of a Fund
for their approval and such shareholders fail to approve such continuance
of this Agreement as provided herein, the Subadviser may continue to
serve hereunder in a manner consistent with the Investment Company Act of
1940, as amended ("1940 Act") and the rules and regulations thereunder.
2
<PAGE>
B. This Agreement may be terminated as to the any Fund without the payment
of any penalty by the Manager, subject to the approval of the Trustees,
by vote of the Trustees, or by vote of a majority of the outstanding
voting securities of such Fund at any annual or special meeting or by the
Subadviser on sixty days' written notice.
C. This Agreement shall terminate automatically, without the payment of any
penalty, in the event of its assignment or in the event that the
Management Agreement shall have terminated for any reason.
6. CERTAIN DEFINITIONS
For the purposes of this Agreement, the "affirmative vote of a majority of
the outstanding voting securities" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of the
shares of a Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "control", "interested person"
and "assignment" shall have their respective meanings defined in the 1940 Act
and the Rules and Regulations thereunder, subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission under said Act; the
term "specifically approve at least annually" shall be construed in a manner
consistent with the 1940 Act and the Rules and Regulations thereunder; and the
term "brokerage and research services" shall have the meaning given in the
Securities and Exchange Act of 1934 and the Rules and Regulations thereunder.
7. NONLIABILITY OF SUBADVISER
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Subadviser, or reckless disregard of its obligations and duties
hereunder, the Subadviser shall not be subject to any liability to the Trust, or
to any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.
8. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
A copy of the Trust's Agreement and Declaration of Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed by the Trustees as Trustees and not individually and
that the obligations of this instrument are not binding upon any of the
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the appropriate Fund.
9. MISCELLANEOUS
Each party hereto shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Securities and
Exchange Commission, the NASD and State insurance regulators) and shall permit
such authorities reasonable access to its books and records in connection with
any investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees the California Insurance Commissioner, or the Insurance Commissioner of
any other state, with any information or reports in connection with services
provided under this Agreement which such Commissioner may reasonably
3
<PAGE>
request in order to ascertain whether the variable contracts operations of the
Company are being conducted in a manner consistent with the state's regulations
concerning variable contracts and any other applicable law or regulations.
IN WITNESS WHEREOF, Allmerica Investment Management Company, Inc. has caused
this instrument to be signed in duplicate on its behalf by its duly authorized
representative and MILLER, ANDERSON & SHERRERD, LLP has caused this instrument
to be signed in duplicate on its behalf by its duly authorized representative,
all as of the day and year first above written.
ALLMERICA INVESTMENT MANAGEMENT
COMPANY, INC.
By ___________________________________
MILLER, ANDERSON & SHERRERD, LLP
By ___________________________________
Accepted and Agreed to
as of the day and year first
above written:
ALLMERICA INVESTMENT TRUST
By ___________________________________
4
<PAGE>
SCHEDULE A
ANNEXED TO AGREEMENTS BY AND BETWEEN MILLER, ANDERSON & SHERRERD (the "Adviser")
AND THE AFFILIATED CLIENTS.
1. The Affiliated Clients shall mean, as used in Schedule A, The Hanover
Insurance Company, Citizens Insurance Company of America, State Mutual Life
Assurance Company of America and Allmerica Investment Management Company,
Inc. (as Manager) with respect to Allmerica Investment Trust, which
companies have each entered into a separate advisory Agreement with the
Adviser.
2. For purposes of calculating fees earned by the Adviser, and at the times of
such calculation, the assets in the Affiliated Clients' separate accounts
managed by the Adviser shall be valued at market value and, taken
collectively, are referred to hereinafter as the Aggregate Account.
3. Adviser shall be entitled to receive annual fees on the Aggregate Account as
follows:
ANNUAL FEES
.500% per annum on first $50 million of the Aggregate Account
.375% per annum on $50 million to $100 million of the Aggregate Account
.250% per annum on $100 million to $500 million of the Aggregate Account
.200% per annum on $500 million to $850 million of the Aggregate Account
.150% per annum on amount over $850 million of the Aggregate Account
4. The fee shall be paid quarterly in arrears at the end of each calendar
quarter for services rendered during such quarter based on the average value
of assets during the quarter. The first billing will be calculated on the
market value of the assets at the close of business on the business day
prior to the effective date of management. Should the time span be less than
a calendar quarter, the fee will be prorated based on actual days.
Similarly, assets added or subtracted will be charged for the time under
management.
5. The quarterly fee for the Aggregate Account, as calculated, will be prorated
among the Affiliated Clients based on their proportionate shares of the
Aggregate Account and billed to the Affiliated Clients; payments are due
within twenty (20) days of receipt of bills. Billings should be directed by
the Adviser to the Client's representative.
5
<PAGE>
EXHIBIT B
OTHER MUTUAL FUNDS MANAGED BY MAS
<TABLE>
<CAPTION>
NET ASSETS
AS OF
6/30/95
FUND ($000) ANNUAL FEE
--------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
MAS Funds: Equity Portfolio.......................................... 1,511,592 .500%
MAS Funds: Value Portfolio........................................... 1,083,088 .500%
Minerva Fund: Equity Portfolio....................................... 11,954,805 .500%*
<FN>
* Miller Anderson & Sherrerd, LLP is a participant in a joint venture which
serves as the investment adviser to the Minerva Fund. The Minerva Fund's
advisory fees are paid to the joint venture, thereby resulting in indirect
compensation to Miller Anderson & Sherrerd, LLP. Miller Anderson & Sherrerd,
LLP receives no further compensation from the Minerva Fund.
</TABLE>
<PAGE>
GROWTH FUND
(A SERIES OF ALLMERICA INVESTMENT TRUST)
THIS SOLICITATION IS BEING MADE ON BEHALF OF THE BOARD OF TRUSTEES.
The undersigned contract owner by completing this form does thereby appoint
Richard M. Reilly, Robert T. Stemple and Gail A. Hanson, or any of them, with
full power of substitution, as attorneys and proxies of the undersigned, and
does thereby request that the votes attributable to the undersigned's interest
be cast as directed at the Meeting of Shareholders of the Growth Fund, a series
of Allmerica Investment Trust, to be held at 10:00 a.m. on October 18, 1995 at
the offices of Allmerica Investment Management Company, Inc., 440 Lincoln
Street, Worcester, Massachusetts, and at any adjournment thereof.
TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN BELOW
PLEASE VOTE, DATE, SIGN EXACTLY AS YOUR NAME APPEARS BELOW, AND RETURN THIS FORM
IN THE ENCLOSED SELF-ADDRESSED ENVELOPE
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 __________________________________, 1995
________________________________________
(Signature)
THE INTERESTS REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BELOW, OR IF
NO DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSAL BELOW. IF A PROXY IS
NOT RECEIVED FROM A PARTICULAR CONTRACT OWNER, THEN THE VOTES ATTRIBUTABLE TO
HIS OR HER INTEREST WILL BE ALLOCATED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED.
Please vote by checking your response.
Approval of new Subadviser Agreement FOR / / AGAINST / / ABSTAIN / /
between Allmerica Investment Management
Company, Inc. and MAS (as defined in
the Proxy Statement).
