ALLMERICA INVESTMENT TRUST, 485BPOS, 1996-04-29

ALLMERICA INVESTMENT TRUST
485BPOS, 1996-04-29

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<PAGE>

As filed with the Securities and Exchange Commission on April 29, 1996
File Nos. 811-4138
and 2-94067

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. _______ [ ]
Post-Effective Amendment No. 31 [ ]
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 32

ALLMERICA INVESTMENT TRUST
(Name of Registrant)

440 Lincoln Street
WORCESTER, MASSACHUSETTS 01653
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code:
(508) 855-1000

(Names and Addresses of Agents for Service:)
Patricia L. Bickimer Peter MacDougall, Esq.
First Data Investor Services Group, Inc. Ropes & Gray
53 State Street One International Place
Boston, MA 02109 Boston, Massachusetts 02110

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
- ----
X on April 29, 1996 pursuant to paragraph (b)
- ----
60 days after filing pursuant to paragraph (a)(1)
- ----
on (date) pursuant to paragraph (a)(1)
- ----
75 days after filing pursuant to paragraph (a)(2)
- ----
on (date) pursuant to paragraph (a)(2) of rule 485.
- ----

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
Registrant has registered an indefinite amount of its securities under the
Securities Act of 1933. The Rule 24f-2 Notice for Registrant's fiscal year ended
December 31, 1995 was filed on February 27, 1996.

<PAGE>

ALLMERICA INVESTMENT TRUST
Cross-Reference Sheet

Item No. of Form N-1A Prospectus Caption
- --------------------- ------------------

1. . . . . . . Prospectus Cover Page

2. . . . . . . Management Fees and Expenses

3. . . . . . . Financial Highlights

4(a) . . . . . Prospectus Cover Page; Organization and
Capitalization of the Trust; What are the
Investment Objectives and Policies?

4(b) and (c) . What are the Investment Objectives and
Policies?; Investment Restrictions; Certain
Investment Strategies and Policies

5(a) . . . . . How are the Funds Managed?

5(b) . . . . . How are the Funds Managed?; Management Fees
and Expenses; What are the Investment
Objectives and Policies?

5(c) . . . . . Fund Manager Information

5(d) and (e) . Organization and Capitalization of the Trust

5(f) . . . . . Not Applicable

5(g) . . . . . Management Fees and Expenses

5(h) . . . . . Not Applicable

6(a) and (b) . Organization and Capitalization of the Trust

6(c) and (d) . Not Applicable

6(e) . . . . . Cover Page; Organization and Capitalization
of the Trust

6(f) and (g) . Taxes and Distributions to Shareholders

7. . . . . . . Sales and Redemption of Shares

7(a) . . . . . Not Applicable

7(b) . . . . . How are Shares Valued?

<PAGE>

Item No. of Form N-1A Prospectus Caption
- --------------------- ------------------

7(c)-(f) . . . Not Applicable

8(a) . . . . . Sales and Redemption of Shares

8(b)-(d) . . . Not Applicable

9. . . . . . . Not Applicable

Item No. of Form N-1A Caption in Statement of Additional Information
- --------------------- ----------------------------------------------

10(a) and (b). Cover Page

11 . . . . . . Table of Contents

12 . . . . . . General Information; Organization of the
Trust

13(a). . . . . Investment Objectives and Policies

13(b). . . . . Investment Restrictions

13(c). . . . . Investment Objectives and Policies;
Investment Restrictions

13(d). . . . . Portfolio Turnover

14(a) and (b). Management of Allmerica Investment Trust

14(c). . . . . Not Applicable

15(a) and (b). Control Person and Principal Holder of
Securities

15(c). . . . . Not Applicable

16(a) and (b). Investment Management and Other Services

16(c)-(g). . . Not Applicable

16(h). . . . . Investment Management and Other Services;
Organization of the Trust

16(i). . . . . Not Applicable

17(a)-(c). . . Brokerage Allocation

17(d). . . . . Not Applicable

<PAGE>

Item No. of Form N-1A Caption in Statement of Additional Information
- --------------------- ----------------------------------------------

17(e) . . . . Not Applicable

18 . . . . . . Not Applicable

19(a) and (b). Purchase, Redemption and Pricing of
Securities Being Offered

19(c). . . . . Not Applicable

20 and 21. . . Not Applicable

22 . . . . . . Performance

23 . . . . . . Financial Statements

<PAGE>
ALLMERICA INVESTMENT TRUST

440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
(508) 855-1000

Allmerica Investment Trust (the "Trust") is a professionally managed,
open-end investment company designed to provide the underlying investment
vehicles for insurance related accounts. The eleven separate portfolios of the
Trust (collectively, the "Funds", and, individually, the "Fund") currently
offered by this Prospectus are as follows:

SELECT INTERNATIONAL EQUITY FUND
SELECT AGGRESSIVE GROWTH FUND
SELECT CAPITAL APPRECIATION FUND
SMALL CAP VALUE FUND
GROWTH FUND
SELECT GROWTH FUND
SELECT GROWTH AND INCOME FUND
EQUITY INDEX FUND
INVESTMENT GRADE INCOME FUND
GOVERNMENT BOND FUND
MONEY MARKET FUND

Currently, shares of each Fund may only be purchased by the separate
accounts ("Separate Accounts") established by First Allmerica Financial Life
Insurance Company ("First Allmerica") or Allmerica Financial Life Insurance and
Annuity Company ("Allmerica Life"), a subsidiary of First Allmerica, for the
purpose of funding variable annuity contracts and variable life insurance
policies. A particular Fund may not be available under the variable annuity or
variable life insurance policy which you have chosen. The Prospectus of the
specific insurance product you have chosen will indicate which Funds are
available, and should be read in conjunction with this Prospectus. Inclusion in
this Prospectus of a Fund which is not available under your policy is not to be
considered a solicitation.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor ought to know before investing. Certain additional
information is contained in a Statement of Additional Information ("SAI") dated
April 29, 1996, which has been filed with the Securities and Exchange
Commission, is incorporated herein by reference and is available upon request,
without charge, from the Trust, 440 Lincoln Street, Worcester, MA 01653, (508)
855-1000.

INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

DATED APRIL 29, 1996

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
FINANCIAL HIGHLIGHTS................................................................... 3

HOW ARE THE FUNDS MANAGED?............................................................. 9

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?....................................... 10
Select International Equity Fund..................................................... 10
Select Aggressive Growth Fund........................................................ 11
Select Capital Appreciation Fund..................................................... 12
Small Cap Value Fund................................................................. 13
Growth Fund.......................................................................... 14
Select Growth Fund................................................................... 15
Select Growth and Income Fund........................................................ 16
Equity Index Fund.................................................................... 17
Investment Grade Income Fund......................................................... 19
Government Bond Fund................................................................. 20
Money Market Fund.................................................................... 20

MANAGEMENT FEES AND EXPENSES........................................................... 21

FUND MANAGER INFORMATION............................................................... 24

HOW ARE SHARES VALUED?................................................................. 26

TAXES AND DISTRIBUTIONS TO SHAREHOLDER................................................. 27

SALE AND REDEMPTION OF SHARES.......................................................... 27

HOW IS PERFORMANCE DETERMINED?......................................................... 27

ORGANIZATION AND CAPITALIZATION OF THE TRUST........................................... 28

INVESTMENT RESTRICTIONS................................................................ 29

CERTAIN INVESTMENT STRATEGIES AND POLICIES............................................. 29

APPENDIX............................................................................... 36
</TABLE>

2
<PAGE>
FINANCIAL HIGHLIGHTS

The following financial highlights have been audited by Price Waterhouse
LLP, independent accountants of the Trust. This information should be read in
conjunction with the financial statements and notes thereto which appear in the
Policyowners' Annual Report ("Annual Report") for the year ended December 31,
1995, and which are incorporated by reference in the Funds' SAI. Further
information about the performance of the Trust is contained in the Annual Report
which may be obtained without charge from the Trust, 440 Lincoln Street,
Worcester, MA 01653, (508) 855-1000.

3
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
SELECT INTERNATIONAL EQUITY
FUND SELECT AGGRESSIVE GROWTH FUND
--------------------------- ------------------------------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------------------- ------------------------------------------------------------
1995 1994 (1) 1995 1994 1993 1992 (2)
--------- --------------- ---------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
year.............................. $ 0.963 $ 1.000 $ 1.397 $ 1.431 $ 1.197 $ 1.000
--------- --------------- ---------- ----------- --------------- -------------
Income from Investment Operations:
Net investment income (loss)..... 0.013 0.003(A) (0.001) (0.002) 0.001(B) 0.001(B)
Net realized and unrealized gain
(loss) on investments........... 0.176 (0.038) 0.452 (0.032) 0.234 0.197
--------- --------------- ---------- ----------- --------------- -------------
Total from Investment
Operations.................... 0.189 (0.035) 0.451 (0.034) 0.235 0.198
--------- --------------- ---------- ----------- --------------- -------------
Less Distributions:
Dividends from net investment
income.......................... (0.011) (0.001) -- -- (0.001) (0.001)
Distributions from net realized
capital gains................... (0.005) (0.001) -- -- -- --
Distributions in excess of net
realized capital gains.......... -- -- -- -- -- --
--------- --------------- ---------- ----------- --------------- -------------
Total Distributions............ (0.016) (0.002) -- -- (0.001) (0.001)
--------- --------------- ---------- ----------- --------------- -------------
Net increase (decrease) in net
asset value....................... 0.173 (0.037) 0.451 (0.034) 0.234 0.197
--------- --------------- ---------- ----------- --------------- -------------
Net Asset Value, End of year....... $ 1.136 $ 0.963 $ 1.848 $ 1.397 $ 1.431 $ 1.197
--------- --------------- ---------- ----------- --------------- -------------
--------- --------------- ---------- ----------- --------------- -------------
Total Return (E)................... 19.63% (3.49)%* 32.28% (2.31)% 19.51% 19.85%*
Ratios/Supplemental Data:
Net Assets, End of year (000's).... $104,312 $ 40,498 $254,872 $136,573 $ 66,251 $ 9,270
Ratios to average net assets:
Net investment income (loss)..... 1.68% 0.87%+ (0.07)% (0.21)% 0.10% 0.34%+
Operating expenses............... 1.24% 1.50%+(A) 1.09% 1.16% 1.19%(B) 1.35%+(B)
Gross management fee............. 1.00% 1.00%+ 1.00% 1.00% 1.00% N/A
Net management fee............... 1.00% 0.72%+ 1.00% 1.00% 0.96% N/A
Portfolio Turnover Rate............ 24% 19% 104% 100% 76% 33%

SELECT CAPITAL
APPRECIATION SMALL CAP VALUE FUND
FUND ------------------------------------
--------------
PERIOD ENDED YEAR ENDED DECEMBER 31,
DECEMBER 31, ------------------------------------
1995 (3) 1995 1994 1993 (4)
-------------- -------- ----------- -----------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of
year.............................. $ 1.000 $ 1.089 $ 1.170 $ 1.000
-------------- -------- ----------- -----------
Income from Investment Operations:
Net investment income (loss)..... (0.001)(C) 0.009 0.005(D) 0.002(D)
Net realized and unrealized gain
(loss) on investments........... 0.397 0.183 (0.081) 0.176
-------------- -------- ----------- -----------
Total from Investment
Operations.................... 0.396 0.192 (0.076) 0.178
-------------- -------- ----------- -----------
Less Distributions:
Dividends from net investment
income.......................... -- (0.009) (0.005) (0.002)
Distributions from net realized
capital gains................... (0.027) (0.033) -- (0.006)
Distributions in excess of net
realized capital gains.......... -- (0.001) -- --
-------------- -------- ----------- -----------
Total Distributions............ (0.027) (0.043) (0.005) (0.008)
-------------- -------- ----------- -----------
Net increase (decrease) in net
asset value....................... 0.369 0.149 (0.081) 0.170
-------------- -------- ----------- -----------
Net Asset Value, End of year....... $ 1.369 $ 1.238 $ 1.089 $ 1.170
-------------- -------- ----------- -----------
-------------- -------- ----------- -----------
Total Return (E)................... 39.56%* 17.60% (6.51)% 17.74%*
Ratios/Supplemental Data:
Net Assets, End of year (000's).... $41,376 $64,575 $41,342 $12,731
Ratios to average net assets:
Net investment income (loss)..... (0.25)%+ 0.86% 0.64% 0.52%+
Operating expenses............... 1.35%+(C) 1.01% 1.08%(D) 1.22%+(D)
Gross management fee............. 1.00%+ 0.85% 0.85% 0.85%+
Net management fee............... 0.93%+ 0.85% 0.84% 0.04%+
Portfolio Turnover Rate............ 95% 17% 4% 8%
</TABLE>

See Notes to Financial Statements

- ----------------------------------

+ Annualized

* Not annualized

(1) The Fund commenced operations on May 2, 1994.

(2) The Fund commenced operations on August 21, 1992.

(3) The Fund commenced operations on April 28, 1995.

(4) The Fund commenced operations on April 30, 1993.

(A) Net investment income per share and the annualized operating expense ratio
before reimbursement of fees by the investment adviser for the period ended
December 31, 1994 were $0.002 and 1.78%, respectively.

(B) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1993 and 1992 were $0.000 and 1.23% and $(0.001) and 1.88% (annualized),
respectively.

(C) Net investment income per share and annualized operating expense ratio
before reimbursement of fees by the investment adviser for the period ended
December 31, 1995 were $(0.001) and 1.42%, respectively.

(D) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1994 and 1993 were $0.005 and 1.09% and $(0.001) and 2.03% (annualized),
respectively.

(E) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

4
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
GROWTH FUND
---------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 1.814 $ 1.939 $ 2.034 $ 1.976 $ 1.471
--------- --------- --------- --------- ---------
Income from Investment Operations:
Net investment income (A)............. 0.049 0.043 0.039 0.034 0.038
Net realized and unrealized gain
(loss) on investments................ 0.539 (0.041) 0.095 0.105 0.548
--------- --------- --------- --------- ---------
Total from Investment Operations.... 0.588 0.002 0.134 0.139 0.586
--------- --------- --------- --------- ---------
Less Distributions:
Dividends from net investment
income............................... (0.049) (0.043) (0.039) (0.034) (0.039)
Distributions from net realized
capital gains........................ (0.177) (0.084) (0.180) (0.047) (0.042)
Return of Capital..................... -- -- (0.010) -- --
--------- --------- --------- --------- ---------
Total Distributions................. (0.226) (0.127) (0.229) (0.081) (0.081)
--------- --------- --------- --------- ---------
Net increase (decrease) in net asset
value.................................. 0.362 (0.125) (0.095) 0.058 0.505
--------- --------- --------- --------- ---------
Net Asset Value, End of year............ $ 2.176 $ 1.814 $ 1.939 $ 2.034 $ 1.976
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Total Return (C)........................ 32.80% 0.16% 6.66% 7.11% 40.44%
Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $444,871 $335,714 $338,545 $270,828 $182,965
Ratios to average net assets:
Net investment income................. 2.34% 2.25% 1.92% 1.85% 2.26%
Operating expenses (A)................ 0.54% 0.56% 0.54% 0.58% 0.57%
Gross management fee.................. 0.46% 0.48% 0.49% N/A N/A
Net management fee.................... 0.46% 0.48% 0.48% N/A N/A
Portfolio Turnover Rate................. 64% 46% 42% 19% 24%

<CAPTION>
GROWTH FUND
-------------------------------------------------------------

YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
1990 1989 1988 (B) 1987 1986
---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 1.558 $ 1.308 $ 1.147 $ 1.308 $ 1.136
---------- --------- ---------- ---------- ----------
Income from Investment Operations:
Net investment income (A)............. 0.041 0.043 0.037 0.035 0.038
Net realized and unrealized gain
(loss) on investments................ (0.047) 0.289 0.200 0.011 0.189
---------- --------- ---------- ---------- ----------
Total from Investment Operations.... (0.006) 0.332 0.237 0.046 0.227
---------- --------- ---------- ---------- ----------
Less Distributions:
Dividends from net investment
income............................... (0.041) (0.046) (0.037) (0.035) (0.049)
Distributions from net realized
capital gains........................ (0.040) (0.036) (0.039) (0.172) (0.006)
Return of Capital..................... -- -- -- -- --
---------- --------- ---------- ---------- ----------
Total Distributions................. (0.081) (0.082) (0.076) (0.207) (0.055)
---------- --------- ---------- ---------- ----------
Net increase (decrease) in net asset
value.................................. (0.087) 0.250 0.161 (0.161) 0.172
---------- --------- ---------- ---------- ----------
Net Asset Value, End of year............ $ 1.471 $ 1.558 $ 1.308 $ 1.147 $ 1.308
---------- --------- ---------- ---------- ----------
---------- --------- ---------- ---------- ----------
Total Return (C)........................ (0.30)% 25.64% 20.80%* 2.30%* 20.00%*
Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $ 97,179 $ 76,783 $ 52,439 $ 45,703 $ 30,504
Ratios to average net assets:
Net investment income................. 2.82% 2.98% 2.93% 2.64% 3.24%
Operating expenses (A)................ 0.60% 0.71% 0.75% 0.43% 0.46%
Gross management fee.................. N/A N/A N/A N/A N/A
Net management fee.................... N/A N/A N/A N/A N/A
Portfolio Turnover Rate................. 39% 33% 99% 28% 49%
</TABLE>

See Notes to Financial Statements

- ----------------------------------

* Unaudited

(A) Net investment income per share and the annualized operating expense ratio
before reimbursement of fees by the investment adviser for the year ended
December 31, 1993 were $0.038 and 0.55%, respectively.

(B) Results prior to April 1, 1988 were achieved by a former investment adviser.

(C) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

5
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
SELECT GROWTH FUND SELECT GROWTH AND INCOME FUND
------------------------------------------------- -------------------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------------------------------- -------------------------------------------------
1995 1994 1993 1992 (1) 1995 1994 1993 1992 (1)
--------- --------- ---------- ------------ --------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of year....... $ 1.099 $ 1.119 $ 1.111 $ 1.000 $ 1.027 $ 1.069 $ 0.990 $ 1.000
--------- --------- ---------- ------------ --------- --------- ---------- ------------
Income from Investment
Operations:
Net investment
income................ -- 0.003 0.001(A) 0.001(A) 0.019 0.025 0.023(B) 0.008(B)
Net realized and
unrealized gain (loss)
on investments........ 0.270 (0.020) 0.008 0.111 0.290 (0.018) 0.079 (0.009)
--------- --------- ---------- ------------ --------- --------- ---------- ------------
Total from Investment
Operations.......... 0.270 (0.017) 0.009 0.112 0.309 0.007 0.102 (0.001)
--------- --------- ---------- ------------ --------- --------- ---------- ------------
Less Distributions:
Dividends from net
investment income..... -- (0.003) (0.001) (0.001) (0.019) (0.025) (0.023) (0.008)
Distributions from net
realized capital
gains................. -- -- -- -- (0.049) (0.017) -- (0.001)
Distributions in excess
of net realized
capital gains......... -- -- -- -- -- (0.007) -- --
Return of Capital...... -- -- -- -- -- -- -- --
--------- --------- ---------- ------------ --------- --------- ---------- ------------
Total
Distributions....... -- (0.003) (0.001) (0.001) (0.068) (0.049) (0.023) (0.009)
--------- --------- ---------- ------------ --------- --------- ---------- ------------
Net increase (decrease)
in net asset value...... 0.270 (0.020) 0.008 0.111 0.241 (0.042) 0.079 (0.010)
--------- --------- ---------- ------------ --------- --------- ---------- ------------
Net Asset Value, End of
year.................... $ 1.369 $ 1.099 $ 1.119 $ 1.111 $ 1.268 $ 1.027 $ 1.069 $ 0.990
--------- --------- ---------- ------------ --------- --------- ---------- ------------
--------- --------- ---------- ------------ --------- --------- ---------- ------------
Total Return (D)......... 24.59% (1.49)% 0.84% 11.25%* 30.32% 0.73% 10.37% (0.11)%*
Ratios/Supplemental Data:
Net Assets, End of year
(000's)................. $143,125 $88,263 $53,854 $ 9,308 $191,610 $110,213 $60,518 $ 7,302
Ratios to average net
assets:
Net investment
income................ 0.02% 0.37% 0.15% 0.40%+ 1.69% 2.51% 2.73% 3.20%+
Operating expenses..... 0.97% 1.03% 1.05%(A) 1.20%+(A) 0.85% 0.91% 0.99%(B) 1.10%+(B)
Gross management fee... 0.85% 0.85% 0.85% N/A 0.75% 0.75% 0.75% N/A
Net management fee..... 0.85% 0.85% 0.82% N/A 0.75% 0.75% 0.71% N/A
Portfolio Turnover
Rate.................... 51% 55% 65% 3% 112% 107% 25% 4%

<CAPTION>
EQUITY INDEX FUND
----------------------------------------------------------------------

YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 (2)
-------- -------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of year....... $ 1.468 $ 1.505 $ 1.409 $ 1.354 $ 1.080 $ 1.000
-------- -------- ---------- ---------- ---------- ---------
Income from Investment
Operations:
Net investment
income................ 0.035 0.033 0.032(C) 0.030(C) 0.032(C) 0.009
Net realized and
unrealized gain (loss)
on investments........ 0.474 (0.018) 0.102 0.066 0.279 0.080
-------- -------- ---------- ---------- ---------- ---------
Total from Investment
Operations.......... 0.509 0.015 0.134 0.096 0.311 0.089
-------- -------- ---------- ---------- ---------- ---------
Less Distributions:
Dividends from net
investment income..... (0.035) (0.033) (0.031) (0.031) (0.032) (0.009)
Distributions from net
realized capital
gains................. (0.047) (0.019) (0.007) (0.010) (0.005) --
Distributions in excess
of net realized
capital gains......... (0.002) -- -- -- -- --
Return of Capital...... (0.066) -- -- -- -- --
-------- -------- ---------- ---------- ---------- ---------
Total
Distributions....... (0.150) (0.052) (0.038) (0.041) (0.037) (0.009)
-------- -------- ---------- ---------- ---------- ---------
Net increase (decrease)
in net asset value...... 0.359 (0.037) 0.096 0.055 0.274 0.080
-------- -------- ---------- ---------- ---------- ---------
Net Asset Value, End of
year.................... $ 1.827 $ 1.468 $ 1.505 $ 1.409 $ 1.354 $ 1.080
-------- -------- ---------- ---------- ---------- ---------
-------- -------- ---------- ---------- ---------- ---------
Total Return (D)......... 36.18% 1.06% 9.53% 7.25% 29.16% 8.90%*
Ratios/Supplemental Data:
Net Assets, End of year
(000's)................. $90,889 $52,246 $42,842 $22,393 $ 9,700 $ 5,469
Ratios to average net
assets:
Net investment
income................ 1.96% 2.25% 2.28% 2.47% 2.73% 3.39%+
Operating expenses..... 0.55% 0.57% 0.57%(C) 0.57%(C) 0.55%(C) 0.38%+
Gross management fee... 0.34% 0.35% 0.35% N/A N/A N/A
Net management fee..... 0.34% 0.35% 0.29% N/A N/A N/A
Portfolio Turnover
Rate.................... 8% 7% 4% 6% 6% 0.24%
</TABLE>

See Notes to Financial Statements

- ----------------------------------------

+ Annualized

* Not annualized

(1) The Fund commenced operations on August 21, 1992.

(2) The Fund commenced operations on September 28, 1990.

(A) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1993 and 1992 were $0.001 and 1.08% and $0.000 and 1.72% (annualized),
respectively.

(B) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1993 and 1992 were $0.023 and 1.03% and $0.005 and 2.37% (annualized),
respectively.

(C) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1993, 1992 and 1991 were $0.031 and 0.63%, $0.028 and 0.75% and $0.031
and 0.64%, respectively.

(D) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

6
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
INVESTMENT GRADE INCOME FUND (FORMERLY INCOME APPRECIATION
FUND)
-------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
1995 1994 1993 1992 1991
--------- ---------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 1.012 $ 1.111 $ 1.074 $ 1.085 $ 1.004
--------- ---------- ------------ --------- ---------
Income from Investment Operations:
Net investment income................. 0.071 0.066 0.065(A) 0.075 0.080
Net realized and unrealized gain
(loss) on investments................ 0.106 (0.099) 0.049 0.013 0.081
--------- ---------- ------------ --------- ---------
Total from Investment Operations.... 0.177 (0.033) 0.114 0.088 0.161
--------- ---------- ------------ --------- ---------
Less Distributions:
Dividends from net investment
income............................... (0.071) (0.066) (0.065) (0.075) (0.080)
Distributions from net realized
capital gains........................ -- -- (0.012) (0.024) --
Distributions in excess of net
investment income.................... (0.001) -- -- -- --
--------- ---------- ------------ --------- ---------
Total Distributions................. (0.072) (0.066) (0.077) (0.099) (0.080)
--------- ---------- ------------ --------- ---------
Net increase (decrease) in net asset
value.................................. 0.105 (0.099) 0.037 (0.011) 0.081
--------- ---------- ------------ --------- ---------
Net Asset Value, End of year............ $ 1.117 $ 1.012 $ 1.111 $ 1.074 $ 1.085
--------- ---------- ------------ --------- ---------
--------- ---------- ------------ --------- ---------
Total Return (B)........................ 17.84% (2.96)% 10.80% 8.33% 16.75%
Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $141,625 $109,972 $107,124 $ 52,874 $ 29,018
Ratios to average net assets:
Net investment income................. 6.66% 6.25% 6.16% 7.25% 8.10%
Operating expenses.................... 0.53% 0.58% 0.54%(A) 0.59% 0.60%
Gross management fee.................. 0.41% 0.42% 0.45% N/A N/A
Net management fee.................... 0.41% 0.42% 0.44% N/A N/A
Portfolio Turnover Rate................. 126% 129% 55% 71% 52%

INVESTMENT GRADE INCOME FUND (FORMERLY INCOME APPRECIATION
FUND)
------------------------------------------------------------

YEAR ENDED DECEMBER 31,
------------------------------------------------------------
1990 1989 1988 1987 1986
--------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 1.011 $ 0.968 $ 0.974 $ 1.095 $ 1.096
--------- --------- ---------- ---------- ----------
Income from Investment Operations:
Net investment income................. 0.083 0.082 0.084 0.089 0.092
Net realized and unrealized gain
(loss) on investments................ (0.006) 0.044 (0.006) (0.080) 0.025
--------- --------- ---------- ---------- ----------
Total from Investment Operations.... 0.077 0.126 0.078 0.009 0.117
--------- --------- ---------- ---------- ----------
Less Distributions:
Dividends from net investment
income............................... (0.084) (0.083) (0.084) (0.093) (0.114)
Distributions from net realized
capital gains........................ -- -- -- (0.037) (0.004)
Distributions in excess of net
investment income.................... -- -- -- -- --
--------- --------- ---------- ---------- ----------
Total Distributions................. (0.084) (0.083) (0.084) (0.130) (0.118)
--------- --------- ---------- ---------- ----------
Net increase (decrease) in net asset
value.................................. (0.007) 0.043 (0.006) (0.121) (0.001)
--------- --------- ---------- ---------- ----------
Net Asset Value, End of year............ $ 1.004 $ 1.011 $ 0.968 $ 0.974 $ 1.095
--------- --------- ---------- ---------- ----------
--------- --------- ---------- ---------- ----------
Total Return (B)........................ 8.02% 13.52% 8.2%* 1.0%* 8.6%*
Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $ 18,226 $ 13,171 $ 8,951 $ 8,118 $ 10,576
Ratios to average net assets:
Net investment income................. 9.14% 8.67% 8.57% 8.37% 8.92%
Operating expenses.................... 0.56% 0.78% 0.77% 0.55% 0.58%
Gross management fee.................. N/A N/A N/A N/A N/A
Net management fee.................... N/A N/A N/A N/A N/A
Portfolio Turnover Rate................. 5% 4% 12% 54% 59%
</TABLE>

See Notes to Financial Statements

- ----------------------------------

+ Annualized

* Unaudited

(A) Net investment income per share and the operating expense ratio before
reimbursement of fees by the investment adviser for the year ended December
31, 1993 were $0.065 and 0.55%, respectively.

(B) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

7
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
GOVERNMENT BOND FUND MONEY MARKET FUND
---------------------------------------------------------- ---------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
---------------------------------------------------------- ---------------------------------
1995 1994 1993 1992 1991 (1) 1995 1994 1993
-------- --------- ---------- ---------- --------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
year......................... $ 0.997 $ 1.070 $ 1.051 $ 1.047 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- --------- ---------- ---------- --------- --------- -------- ----------
Income from Investment
Operations:
Net investment income....... 0.062 0.063 0.055(A) 0.057(A) 0.022 0.057 0.039 0.030(B)
Net realized and unrealized
gain (loss) on
investments................ 0.066 (0.073) 0.024 0.009 0.051 -- -- --
-------- --------- ---------- ---------- --------- --------- -------- ----------
Total from Investment
Operations............... 0.128 (0.010) 0.079 0.066 0.073 0.057 0.039 0.030
-------- --------- ---------- ---------- --------- --------- -------- ----------
Less Distributions:
Dividends from net
investment income.......... (0.062) (0.063) (0.055) (0.057) (0.022) (0.057) (0.039) (0.030)
Distributions from net
realized capital gains..... -- -- (0.003) (0.005) (0.004) -- -- --
Distributions in excess of
net investment income...... (0.001) -- -- -- -- -- -- --
Return of Capital........... -- -- (0.002) -- -- -- -- --
-------- --------- ---------- ---------- --------- --------- -------- ----------
Total Distributions....... (0.063) (0.063) (0.060) (0.062) (0.026) (0.057) (0.039) (0.030)
-------- --------- ---------- ---------- --------- --------- -------- ----------
Net increase (decrease) in net
asset value.................. 0.065 (0.073) 0.019 0.004 0.047 -- -- --
-------- --------- ---------- ---------- --------- --------- -------- ----------
Net Asset Value, End of year.. $ 1.062 $ 0.997 $ 1.070 $ 1.051 $ 1.047 $ 1.000 $ 1.000 $ 1.000
-------- --------- ---------- ---------- --------- --------- -------- ----------
-------- --------- ---------- ---------- --------- --------- -------- ----------
Total Return (C).............. 13.06% (0.88)% 7.51% 6.59% 7.60%* 5.84% 3.93% 3.00%
Ratios/Supplemental Data:
Net Assets, End of year
(000's)...................... $45,778 $42,078 $77,105 $33,689 $ 7,591 $155,211 $95,991 $71,052
Ratios to average net assets:
Net investment income....... 5.91% 5.60% 5.51% 6.13% 5.55%+ 5.68% 3.94% 2.95%
Operating expenses.......... 0.69% 0.70% 0.61%(A) 0.68%(A) 0.54%+ 0.36% 0.45% 0.42%(B)
Gross management fee........ 0.50% 0.50% 0.50% N/A N/A 0.29% 0.31% 0.32%
Net management fee.......... 0.50% 0.50% 0.49% N/A N/A 0.29% 0.31% 0.31%
Portfolio Turnover Rate....... 180% 106% 35% 67% 65% N/A N/A N/A

<CAPTION>
MONEY MARKET FUND
--------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------
1992 1991 1990 1989 1988 1987 1986
-------- -------- -------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
year......................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- ---------- ---------- ----------
Income from Investment
Operations:
Net investment income....... 0.037 0.060 0.078 0.086 0.071(B) 0.061(B) 0.058(B)
Net realized and unrealized
gain (loss) on
investments................ -- -- -- -- -- -- --
-------- -------- -------- -------- ---------- ---------- ----------
Total from Investment
Operations............... 0.037 0.060 0.078 0.086 0.071 0.061 0.058
-------- -------- -------- -------- ---------- ---------- ----------
Less Distributions:
Dividends from net
investment income.......... (0.037) (0.060) (0.078) (0.086) (0.071) (0.061) (0.058)
Distributions from net
realized capital gains..... -- -- -- -- -- -- --
Distributions in excess of
net investment income...... -- -- -- -- -- -- --
Return of Capital........... -- -- -- -- -- -- --
-------- -------- -------- -------- ---------- ---------- ----------
Total Distributions....... (0.037) (0.060) (0.078) (0.086) (0.071) (0.061) (0.058)
-------- -------- -------- -------- ---------- ---------- ----------
Net increase (decrease) in net
asset value.................. -- -- -- -- -- -- --
-------- -------- -------- -------- ---------- ---------- ----------
Net Asset Value, End of year.. $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
-------- -------- -------- -------- ---------- ---------- ----------
-------- -------- -------- -------- ---------- ---------- ----------
Total Return (C).............. 3.78% 6.22% 8.17% 9.07% 7.3%** 6.2%** 6.1%**
Ratios/Supplemental Data:
Net Assets, End of year
(000's)...................... $64,506 $39,909 $28,330 $12,060 $ 7,156 $ 4,726 $ 833
Ratios to average net assets:
Net investment income....... 3.65% 5.98% 8.22% 8.62% 7.13% 6.14% 5.87%
Operating expenses.......... 0.44% 0.43% 0.42% 0.58% 0.60%(B) 0.60%(B) 0.60%(B)
Gross management fee........ N/A N/A N/A N/A N/A N/A N/A
Net management fee.......... N/A N/A N/A N/A N/A N/A N/A
Portfolio Turnover Rate....... N/A N/A N/A N/A N/A N/A N/A
</TABLE>

See Notes to Financial Statements

- ----------------------------------------

+ Annualized

* Not Annualized

** Unaudited

(1) The Fund commenced operations on August 26, 1991.

(B) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1993, 1988, 1987, and 1986 were $0.030 and 0.43%, $0.084** and 0.71%,
$0.076** and 0.75% and $0.116** and 1.20%, respectively.

(C) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

8
<PAGE>
HOW ARE THE FUNDS MANAGED?

The overall responsibility for the supervision of the affairs of the Trust
vests in the Board of Trustees of the Trust who meet on a quarterly basis.
Allmerica Investment Management Company, Inc. (the "Manager") is responsible for
the management of the Trust's day-to-day business affairs and has general
responsibility for the management of the investments of the Funds. The Manager,
at its expense, has contracted with certain Sub-Advisers to manage the
investments of the Funds, subject to the requirements of the Investment Company
Act of 1940 (the "1940 Act").

The Manager is a wholly-owned subsidiary of First Allmerica, a life
insurance company, which was organized in Massachusetts in 1844. The Manager,
organized August 19, 1985, also serves as manager of the Allmerica Funds, an
open-end investment company. The Manager and First Allmerica are located at 440
Lincoln Street, Worcester, Massachusetts 01653.

The Manager has entered into Sub-Adviser Agreements for the management of
the investments of each of the Funds. The Sub-Advisers, who have been selected
on the basis of various factors including management experience, investment
techniques and staffing, are each authorized to engage in portfolio transactions
on behalf of the applicable Funds subject to such general or specific
instructions as may be given by the Trustees and/or the Manager. The terms of a
Sub-Adviser Agreement cannot be materially changed without the approval of a
majority interest of the shareholders of the affected Fund. The Sub-Advisers
have been selected by the Manager and Trustees in consultation with Rogers,
Casey & Associates ("Rogers, Casey"), a leading pension consulting firm. The
cost of such consultation is borne by the Manager.

Rogers, Casey provides consulting services to pension plans representing
over $150 billion in total assets and, in its consulting capacity, monitors the
investment performance of over 1,000 investment advisers. From time to time
specific clients of Rogers, Casey and the Sub-Advisers will be named in sales
materials. At times, Rogers, Casey assists in the development of asset
allocation strategies which may be used by shareholders in the diversification
of their portfolio across different asset classes.

Ongoing performance of the Sub-Advisers is reviewed and evaluated by a
committee which includes members who may include senior officers of First
Allmerica, its affiliates or the Manager and an independent consultant.
Combined, the committee has over 150 years of investment experience. Historical
performance data for all Funds is set forth in the "Financial Highlights" table
starting on page 3. The Manager is solely responsible for the payment of all
fees to the Sub-Advisers. The Sub-Advisers for each of the Funds are as follows:

<TABLE>
<S> <C>
Select International Equity Bank of Ireland Asset Management (U.S.) Limited
Fund Nicholas-Applegate Capital Management
Select Aggressive Growth Fund Janus Capital Corporation
Select Capital Appreciation David L. Babson & Co. Inc.
Fund Miller Anderson & Sherrerd, LLP
Small Cap Value Fund Provident Investment Counsel
Growth Fund John A. Levin & Co., Inc.
Select Growth Fund Allmerica Asset Management, Inc.
Select Growth and Income Fund Allmerica Asset Management, Inc.
Equity Index Fund Allmerica Asset Management, Inc.
Investment Grade Income Fund Allmerica Asset Management, Inc.
Government Bond Fund
Money Market Fund
</TABLE>

For a sample listing of certain of the Sub-Advisers' clients, see
"Investment Management and Other Services" in the SAI. For more information on
each of the Sub-Advisers see "What Are the Investment Objectives and Policies?"
and "Fund Manager Information."

The Manager also has entered into an Administrative Services Agreement with
First Data Investor Services Group, Inc. ("First Data"), a wholly-owned
subsidiary of First Data Corporation, whereby First Data performs administrative
services for each of the Funds and is entitled to receive an administrative fee
and certain out-of-pocket expenses. The Manager is solely responsible for the
payment of the administrative fee to First Data.

9
<PAGE>
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?

Each Fund has a separate investment objective and policies designed to meet
different investment and financial needs, as described below. There is no
assurance that a Fund will achieve its investment objective.

The Select International Equity Fund, Select Aggressive Growth Fund, Select
Capital Appreciation Fund, Select Growth Fund and Select Growth and Income Fund
may each invest up to 15% of its assets in securities which are illiquid because
they are subject to restriction on resale or for which market quotations are not
readily available. Each of the Funds except the Select International Equity,
Select Capital Appreciation, Small Cap Value, Government Bond and Money Market
Fund may invest up to 25% of its assets in foreign securities (not including its
investments in American Depositary Receipts ("ADRs")), and the Select
International Equity Fund and the Select Capital Appreciation Fund may each
invest any percentage of its assets in foreign securities. The Investment Grade
Income Fund may not invest in foreign securities other than obligations issued
by the Government of Canada and political subdivisions thereof. See "Certain
Investment Strategies and Policies". The Select Growth Fund and Select Growth
and Income Fund each may invest up to 35% of its assets in fixed-income
securities, including not more than 15% in lower-rated securities, commonly
known as "junk bonds." The Select Capital Appreciation Fund may invest up to 35%
of its assets in such lower-rated securities. Fixed-income securities rated in
the fourth highest grade by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Service, a division of McGraw-Hill Companies, Inc.
("S&P") (Baa and BBB, respectively) are investment grade but are considered to
have some speculative characteristics. Lower-rated securities or "junk bonds"
(rated Ba/BB or lower) involve the risks discussed under "Certain Investment
Strategies and Policies."

A Fund's investment objective is fundamental and may not be changed without
shareholder approval. Unless otherwise indicated, a Fund's investment policies
are not fundamental and may be changed without shareholder approval.

SELECT INTERNATIONAL EQUITY FUND

INVESTMENT OBJECTIVE: The Select International Equity Fund seeks maximum
long-term total return (capital appreciation and income) primarily by investing
in common stocks of established non-U.S. companies.

SUB-ADVISER: Bank of Ireland Asset Management (U.S.) Limited ("BIAM")
serves as Sub-Adviser for the Select International Equity Fund. BIAM is an
indirect wholly-owned subsidiary of Bank of Ireland. Its main offices are at 26
Fitzwilliam Place, Dublin 2, Ireland. Its U.S. offices are at Two Greenwich
Plaza, Greenwich, CT 06830. Bank of Ireland provides investment management
services through a network of sister companies, including BIAM which represents
North American clients. As of December 31, 1995, Bank of Ireland managed
approximately $15 billion in global securities for Irish, United Kingdom,
European and U.S. clients.

INVESTMENT POLICIES: To achieve its objective, the Select International
Equity Fund will invest primarily in common stocks of established non-U.S.
companies. Under normal market conditions, at least 65% of the Fund's total
assets will be invested in the securities of companies domiciled in at least
five foreign countries, not including the United States. The Fund may also
acquire fixed-income debt securities. It will do so, at the discretion of BIAM,
primarily for defensive purposes.

The Fund's investments may include ADRs which may be sponsored or
unsponsored by the underlying issuer. The Fund may also utilize European
Depositary Receipts ("EDRs"), which are similar to ADRs, in bearer form,
designed for use in the European securities market and Global Depositary
Receipts ("GDRs"). Investments in foreign securities carry additional risks not
present in domestic securities. See "Certain Investment Strategies and Policies
- -- Foreign Securities." The Fund may, for hedging purposes, engage in the
options and futures strategies described under "Certain Investment Strategies
and Policies." Certain state insurance regulations may impose additional
restrictions on the Fund's holdings of foreign securities.

10
<PAGE>

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 24%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

SELECT AGGRESSIVE GROWTH FUND

INVESTMENT OBJECTIVE: The Select Aggressive Growth Fund seeks above-average
capital appreciation by investing primarily in common stocks of companies which
are believed to have significant potential for capital appreciation.

SUB-ADVISER: Nicholas-Applegate Capital Management ("NACM") serves as
Sub-Adviser to the Select Aggressive Growth Fund. NACM is an investment manager
supervising accounts with approximately $29 billion as of December 31, 1995.
NACM's clients are primarily major corporate employee benefit funds, public
employee retirement plans, foundations and endowment funds, investment companies
and individuals. Founded in 1984, NACM is located at 600 West Broadway, Suite
2900, San Diego, California 92101.

INVESTMENT POLICIES: Under normal circumstances, at least 65% of the assets
of the Select Aggressive Growth Fund will be invested in equity securities,
consisting of common stocks, securities convertible into common stocks
(including bonds, notes and preferred stocks) and warrants. The Fund's assets
may also be invested in other debt securities and preferred stocks when such
securities are believed appropriate in light of the Fund's investment objective
and market conditions.

The selection of securities is made solely on the basis of potential for
capital appreciation. Dividend and interest income, if any, from portfolio
securities is incidental to the Fund's investment objective. While investments
may be made in well-known and established companies, a significant portion of
the Fund's investments is expected to be in securities of newer and relatively
unseasoned companies or companies which represent new or changing industries.

At any given point a substantial portion of the Fund's equity investments
may be in securities which are not listed for trading on national securities
exchanges and, although publicly traded, may be less liquid than securities
issued by larger, more seasoned companies which trade on national securities
exchanges. Up to 15% of the Fund's assets may be invested in restricted or
illiquid securities.

Securities of newer companies may be closely held with only a small portion
of their outstanding securities owned by the general public. Newer companies may
have relatively small revenue, lack depth of management and have a small share
of the market for their products or services; thus, they may be more vulnerable
to changes in economic conditions, market fluctuations and other factors
affecting the profitability or marketability of companies. Due to these and
other factors, the price movement of the securities held by the Fund can be
expected to be more volatile than is the case for the market as a whole, and the
net asset value of a share of the Fund may fluctuate significantly.
Consequently, the Fund should not be considered suitable for investors who are
unable or unwilling to assume the risk of loss inherent in an aggressive growth
portfolio, nor should investment in the Fund be considered a balanced or
complete investment program.

When NACM determines that market conditions warrant a temporary defensive
position, the Fund may invest without limitation in high-grade, fixed-income
securities, U.S. Government securities, or hold assets in cash or cash
equivalents. The Fund may, for hedging purposes, engage in the options and
futures strategies described under "Certain Investment Strategies and Policies".

11
<PAGE>

is not possible to predict future portfolio turnover rates accurately, and such
rates may vary greatly from year to year, NACM anticipates that the annual
portfolio turnover generally will not exceed 100%. A high portfolio turnover
rate will likely result in greater brokerage costs to the Fund.

SELECT CAPITAL APPRECIATION FUND

INVESTMENT OBJECTIVE: The Select Capital Appreciation Fund seeks long-term
growth of capital in a manner consistent with the preservation of capital.
Realization of income is not a significant investment consideration and any
income realized on the Fund's investments will be incidental to its primary
objective.

SUB-ADVISER: Janus Capital Corporation ("JCC") serves as Sub-Adviser to the
Select Capital Appreciation Fund. JCC has served as investment adviser to the
Janus Fund since 1969 and currently serves as investment adviser to all of the
Janus retail funds, as well as adviser or sub-adviser to other mutual funds and
individual, corporate, charitable and retirement accounts. Kansas City Southern
Industries, Inc. ("KCSI") owns approximately 83% of the outstanding voting stock
of JCC. KCSI is a publicly traded holding company whose primary subsidiaries are
engaged in transportation and financial services. As of December 31, 1995, JCC
had approximately $30 billion in total assets under management. JCC is located
at 100 Fillmore Street, Denver, Colorado 80206-4923.

INVESTMENT POLICIES: The Fund invests in common stocks when the Sub-Adviser
believes that the relevant market environment favors profitable investing in
those securities. The Fund pursues its objective by normally investing at least
50% of its equity assets in securities issued by medium-sized companies.
Medium-sized companies are those whose market capitalizations fall within the
range of companies in the S&P MidCap 400 Index (the "MidCap Index"). Companies
whose capitalization falls outside this range after the Fund's initial purchase
continue to be considered medium-sized companies for the purpose of this policy.
As of December 29, 1995, the MidCap Index included companies with
capitalizations between approximately $118 million to $7.5 billion. The range of
the MidCap Index is expected to change on a regular basis. Subject to the above
policy, the Fund may also invest in smaller or large issuers. Common stock
investments are selected in industries and companies that the Sub-Adviser
believes are experiencing favorable demand for their products and services, and
which operate in a favorable competitive environment and regulatory climate. The
Sub-Adviser's analysis and selection process focuses on stocks with earnings
growth potential that may not be recognized by the market. Such securities are
selected solely for their capital growth potential; investment income is not a
consideration. Medium-sized companies may suffer more significant losses as well
as realize more substantial growth than larger issues; thus, investments in such
companies tend to be more volatile and somewhat speculative.

The selection criteria for domestic issuers apply equally to stocks of
foreign issuers. In addition, factors such as expected levels of inflation,
government policies influencing business conditions, the outlook for currency
relationships, and prospects for relative economic growth among countries,
regions or geographic areas may warrant greater consideration in selecting
foreign stocks. The Fund may invest without limitation in foreign securities.
The Fund may invest directly in foreign securities denominated in foreign
currency and not publicly traded in the United States. The Fund also may
purchase foreign securities through ADRs, EDRs, GDRs and other types of receipts
or shares evidencing ownership of the underlying foreign securities. In
addition, the Fund may invest indirectly in foreign securities through foreign
investment funds or trusts (including passive foreign investment companies).
Certain state insurance regulations may impose additional restrictions on the
Fund's holdings of foreign securities. Investments in foreign securities carry
additional risks not present in domestic securities. See "Certain Investment
Strategies and Policies -- Foreign Securities."

12
<PAGE>
securities or repurchase agreement or reverse repurchase agreements when the
Sub-Adviser perceives an opportunity for capital growth from such securities or
so that the Fund may receive a return on its idle cash. The Fund also may invest
in debt securities rated below investment grade, which involve risks discussed
under "Certain Investment Strategies and Policies." When the Fund invests in
such securities, investment income will increase and may constitute a large
portion of the return realized by the Fund and the Fund probably will not
participate in market advances or declines to the extent that it would if it
remained fully invested in common stocks.

The Fund may invest in "special situations" from time to time. A special
situation arises when, in the opinion of the Sub-Adviser, the securities of a
particular issuer will be recognized and appreciate in value due to a specific
development with respect to that issuer. Developments creating a special
situation might include, among others, a new product or process, a technological
breakthrough, a management change or other extraordinary corporate event, or
differences in market supply of and demand for the security. Investment in
special situations may carry an additional risk of loss in the event that the
anticipated development does not occur or does not attract the expected
attention.

The Fund may, for hedging purposes, engage in options and futures strategies
and may utilize forward contracts, interest rate swaps and swap-related
products. See "Certain Investment Strategies and Policies."

For the fiscal period April 28, 1995 (commencement of operations) to
December 31, 1995, the portfolio turnover rate for the Fund was 95%. The
portfolio turnover rate for the Fund may vary from year to year.

SMALL CAP VALUE FUND

INVESTMENT OBJECTIVE: The Small Cap Value Fund seeks long-term growth of
capital by investing primarily in a diversified portfolio of common stocks of
smaller, faster-growing companies whose securities at the time of purchase are
considered by the Sub-Adviser to be realistically valued in the smaller company
sector of the market.

SUB-ADVISER: David L. Babson & Co. Inc. ("Babson") serves as Sub-Adviser to
the Small Cap Value Fund. Founded in 1940, Babson had over $12.6 billion in
assets under management as of December 31, 1995, and provides investment advice
to individuals, state and local government agencies, pensions and profit sharing
plans, trusts, estates, banks and other organizations, and also serves as the
investment adviser to the Babson Funds (a family of mutual funds). The
Sub-Adviser is an indirect subsidiary of MassMutual Holding Company and is
located at One Memorial Drive, Cambridge, Massachusetts 02142.

INVESTMENT POLICIES: A stock will be considered to be attractively valued
and, therefore, eligible for investment in the Fund, if it is trading at a price
which the Sub-Adviser believes is reasonable relative to its own past valuation
history as well as compared to a large universe of stocks as selected by the
investment adviser, based on one or more of the following comparisons:

1. price relative to earnings,

2. price relative to sales,

3. price relative to assets as measured by book value.

The Small Cap Value Fund generally intends to invest at least 65% of its
total assets in stocks of smaller companies with market capitalization of $250
million to $1 billion at the time of purchase and which are listed on a national
or regional exchange or over-the-counter with prices quoted daily in the
financial press. The Fund at times may invest temporarily in preferred stocks,
bonds or other defensive issues. Normally, however, the Fund will maintain at
least 80% of the portfolio in common stocks. There are no restrictions or
guidelines regarding the investment of Fund assets in shares listed on an
exchange or traded over-the-counter.

13
<PAGE>
The Small Cap Value Fund seeks superior, but often neglected, companies with
significant (and usually dominant) market share, sustainable competitive
advantage in their primary business, solid finances, and stable or improving
margins. A strong valuation discipline is applied to potential investments with
target companies possessing above-average growth potential that is
underestimated by the market, providing attractive valuations. These companies
typically operate profitable businesses, are outside Wall Street's spotlight,
and are not widely held by institutional investors. The portfolio is diversified
among different industry sectors, but is not an index approach. Stocks are
bought as investments and generally held for the long term, rather than as
active trading vehicles.

Small cap companies may present greater opportunities for capital
appreciation, but also may involve greater risk. Small cap companies, when
compared to larger cap companies, may be more dependent upon a single product,
may have limited financial resources, fewer securities outstanding, and be
somewhat less liquid than securities of larger companies.

The Fund does not intend to invest in any security which, at the time of
purchase, is not readily marketable.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 17%. The portfolio turnover rate for the Fund may vary from year to
year.

GROWTH FUND

INVESTMENT OBJECTIVE: The Growth Fund seeks to achieve long-term growth of
capital through investments primarily in common stocks and securities
convertible into common stocks that are believed to represent significant
underlying value in relation to current market prices. Realization of current
income, if any, is incidental to this objective.

SUB-ADVISER: Miller Anderson & Sherrerd, LLP ("MAS") is Sub-Adviser for the
Growth Fund. MAS, which is wholly owned by Morgan Stanley Asset Management
Holdings, Inc., is located at One Tower Bridge, West Conshohocken, Pennsylvania
19428. MAS provides investment counseling services to employee benefit plans,
endowment funds, foundations, and other institutional investors, and had over
$35 billion in assets under management as of December 31, 1995. MAS is the
adviser of the MAS Fund, a registered investment company offering investment
alternatives to institutional clients, with a minimum initial investment of $1
million. MAS also manages certain assets for First Allmerica and its affiliates.

INVESTMENT POLICIES: The Growth Fund is not limited to investments in any
particular type of company and may invest in any company which, in the opinion
of management, is likely to further its investment objective. The Growth Fund
will pursue its investment objective by maintaining a flexible position
regarding the type of companies as well as the types of securities, in which it
will invest. Investments may include, but are not limited to, developing or
well-established companies, whether small or large. It is anticipated that there
will be a mix of assets in the Growth Fund. For example, portions of the Growth
Fund may be invested in equity securities of good quality or in well-established
companies considered to represent good value, based on factors including
historical investment standards (such as price/book value ratios and
price/earnings ratios) or in smaller emerging growth companies which are in the
development stage and are expected to achieve above-average earnings growth
because of special factors (such as changes in the economy, the relative
attractiveness of the various securities markets, or changes in consumer
demand).

The Growth Fund proposes to keep its assets fully invested, but may maintain
reasonable amounts in cash or in high-grade, short-term debt securities to meet
current expenses and anticipated redemptions, and during temporary periods
pending investment in accordance with its policies. The term "high-grade,
short-term debt securities" means Items (a), (b) and (c) of Money Market
Instruments under the Investment Grade Income Fund's Investment Policies.

The Growth Fund normally will invest substantially all of its assets in
equity-type securities, including common stocks, warrants (which are options to
purchase common stock at specified prices

14
<PAGE>
during a specified time period with the investment risk that the market value of
the underlying common stock may not be high enough in relation to the warrant
exercise price to justify purchase pursuant to the terms of the warrant) and
those preferred stocks and debt securities convertible into or carrying rights
to purchase common stock or to participate in earnings, and real estate
securities to the extent permitted by paragraph four under Investment
Restrictions in the SAI. In periods considered by management to warrant a more
defensive position, the Growth Fund may place a larger proportion of its
portfolio in high-grade preferred stocks, bonds, or other fixed-income
securities, including U.S. Government securities, whether or not convertible
into stock or with rights attached, or retain cash. The Fund may engage in the
options and futures strategies described under "Certain Investment Strategies
and Policies".

The Growth Fund may invest in both listed and unlisted securities. The
Growth Fund may also invest in foreign, as well as domestic, securities. The
Growth Fund will not concentrate its foreign investments in any particular
foreign country, or limit its investments to issuers listed on particular
exchanges or traded in particular money market centers. Investments in foreign
securities carry additional risks not present in domestic securities. See
"Certain Investment Strategies and Policies". The Sub-Adviser will consider
these and other factors before investing and will not cause the Growth Fund to
invest in foreign securities unless, in its opinion, such investments will meet
the standards and objectives of the Growth Fund.

The investment objective and policies in the first, third and fourth
paragraphs of this section on the Growth Fund are fundamental and may not be
changed without shareholder approval.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 64%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

SELECT GROWTH FUND

INVESTMENT OBJECTIVE: The Select Growth Fund seeks to achieve long-term
growth of capital by investing in a diversified portfolio consisting primarily
of common stocks selected on the basis of their long-term growth potential.

SUB-ADVISER: Provident Investment Counsel ("PIC") serves as Sub-Adviser to
the Select Growth Fund. PIC has been an investment manager for over 40 years. As
of December 31, 1995, PIC had assets under management of approximately $18
billion. PIC provides investment advisory services to major corporate retirement
plans, public employee retirement plans, investment companies and foundation and
endowment funds. PIC, located at 300 North Lake Avenue, Pasadena, California
91101, is a wholly-owned subsidiary of United Asset Management Corporation, a
Boston-based professional services holding company listed on the New York Stock
Exchange.

INVESTMENT POLICIES: The Select Growth Fund seeks to attain its objective
by investing in securities of companies that appear to have favorable long-term
growth characteristics. Potential for long-term growth is the determinative
factor in the selection of all portfolio securities. Although the Fund may
invest in dividend-paying stocks, the generation of current income is not an
objective of the Fund. Any income that is received is incidental to the Fund's
objective of long-term growth of capital.

When choosing securities for the portfolio, the Sub-Adviser for the Select
Growth Fund focuses on companies that display strong financial characteristics
and earnings growth potential, whereas the Sub-Adviser for the Growth Fund
emphasizes a value-oriented approach which compares individual stocks and groups
of stocks to one another.

15
<PAGE>
one or more of the national exchanges as well as in the over-the-counter
markets. Because opportunities for capital growth may exist not only in new and
expanding areas of the economy but also in mature and cyclical industries, the
Fund's portfolio investments are not limited to any particular type of company
or industry. The Fund may also purchase convertible bonds and preferred stocks,
warrants and debt securities if the Fund's Sub-Adviser believes they would help
achieve the Fund's objective of long-term growth.

The Fund may invest up to 35% of its assets in both higher-rated and
lower-rated fixed-income securities in seeking its objective of long-term growth
of capital. The dollar average weighted maturity of the Fund's fixed-income
securities will vary depending on, among other things, current market
conditions. The Fund may invest up to 15% of its assets in lower-rated
securities, commonly known as "junk bonds", which involve risks discussed under
"Certain Investment Strategies and Policies." For more information concerning
the rating categories of corporate debt securities see the Appendix to the
Prospectus.

The Select Growth Fund's objective of seeking long-term growth of capital
means that its assets generally will be subject to greater risk than may be
involved in investing in securities that are not selected for growth potential.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 51%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

SELECT GROWTH AND INCOME FUND

INVESTMENT OBJECTIVE: The Select Growth and Income Fund seeks a combination
of long-term growth of capital and current income. The Fund will invest
primarily in dividend-paying common stocks and securities convertible into
common stocks.

SUB-ADVISER: John A. Levin & Co., Inc. ("JAL") serves as Sub-Adviser to the
Growth and Income Fund. JAL was founded as a Delaware corporation in 1982.
Currently, shares of the corporation are held by six key employees. The firm had
approximately $5.6 billion in assets under management as of December 31, 1995.
JAL's clients include U.S. and foreign individuals and their related trust and
charitable organizations; pooled funds for individuals and university; and
pension and profit sharing funds. JAL has entered into a merger agreement
whereby JAL will become wholly owned by Baker, Fentress & Company, a
non-diversified closed-end management investment company, registered under the
1940 Act. It is contemplated the merger will be completed prior to the end of
1996.

16
<PAGE>

including not more than 15% in lower-rated securities, commonly known as "junk
bonds". In certain circumstances, fixed-income securities may be purchased by
the Fund for long-term growth potential. (However, the Fund expects to have
substantially less than 35% of its assets invested in fixed-income securities in
most circumstances.) Lower-rated fixed-income securities involve risks discussed
under "Certain Investment Strategies and Policies." For more information
concerning the rating categories of corporate debt securities see the Appendix
to the Prospectus. The dollar average weighted maturity of the Fund's
fixed-income securities will vary depending on, among other things, current
market conditions. Purchases and sales of portfolio securities are made at such
times and in such amounts as deemed advisable in light of market, economic and
other conditions.

When the Sub-Adviser determines that market conditions warrant a temporary
defensive position, the Fund may invest without limitation in high-grade,
fixed-income securities, U.S. Government securities, or hold assets in cash or
cash equivalents. To the extent the Fund is so invested it is not achieving its
objective to the same degree as under normal conditions. The Fund may, for
hedging purposes, engage in the options and futures strategies described under
"Certain Investment Strategies and Policies". There can, of course, be no
assurance of growth of capital and because the Fund invests a substantial
portion of its assets in common stocks and other securities which fluctuate in
value there is substantial risk of market decline. The Fund's Sub-Adviser seeks
to minimize this risk through detailed analyses of financial markets and issuers
of equity securities and through investment in a diversified portfolio of such
securities.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 112%. The portfolio turnover rate exceeded 100% because the
Sub-Adviser believes that as securities it has purchased achieve appropriate
valuation, selling enhances return and reduces risk. The portfolio turnover rate
for the Fund may vary greatly from year to year. A high portfolio turnover rate
will likely result in greater brokerage costs to the Fund.

EQUITY INDEX FUND

INVESTMENT OBJECTIVE: The Equity Index Fund seeks to achieve investment
results that correspond to the aggregate price and yield performance of a
representative selection of common stocks that are publicly traded in the United
States.

SUB-ADVISER: Allmerica Asset Management, Inc. ("AAM") serves as Sub-Adviser
to the Equity Index Fund as well as Investment Grade Income Fund, Government
Bond Fund and Money Market Fund. AAM, a wholly-owned subsidiary of First
Allmerica, was incorporated in 1993 and is located at 440 Lincoln Street,
Worcester, Massachusetts 01653. As of December 31, 1995, AAM had approximately
$10.85 billion in assets under management. AAM serves as investment adviser to
First Allmerica's General Account and to a number of affiliated insurance
companies and other affiliated accounts and as Adviser to Allmerica Securities
Trust, a diversified, closed-end management investment company.

INVESTMENT POLICIES: The Equity Index Fund will seek to achieve its
objective by attempting to replicate the aggregate price and yield performance
of the Standard & Poor's Composite Index of 500 Stocks ("S&P 500"). The Fund
uses the S&P 500 as the performance standard because it represents over 70
percent of the total market value of all publicly traded common stocks in the
U.S., is well-known to investors, and, in the opinion of the Sub-Adviser, is
representative of the performance of common stocks publicly traded in the U.S.
Many, but not all, of the stocks in the S&P 500 are issued by companies that are
among the 500 largest as measured by the aggregate market value of their
outstanding stock (market price per share multiplied by number of shares
outstanding). Inclusion of a stock in the S&P 500 does not imply that S&P has
endorsed it as an investment. With respect to investing in common stocks, there
can be no assurance of capital appreciation and there is a substantial risk of
market decline.

17
<PAGE>
The method used to select investments for the Fund involves investing in
common stocks in approximately the order of their weightings in the S&P 500,
beginning with those having the highest weightings. In addition, the Fund
purchases stocks with smaller weightings in order to represent other sectors of
the S&P 500 for diversification purposes.

The Equity Index Fund will invest only in those stocks, and in such amounts,
as its Sub-Adviser determines to be necessary or appropriate for the Fund to
approximate the performance of the S&P 500. Under normal circumstances it is
expected that the Fund will hold between 300 and 475 different stocks included
in the S&P 500. The Fund may compensate for the omission of a stock that is
included in the S&P 500, or for purchasing stocks in other than the same
proportions that they are represented in the S&P 500, by purchasing stocks that
are believed to have characteristics that correspond to those of the omitted
stocks. The Fund may invest in short-term debt securities to maintain liquidity
or pending investment in stocks. The Fund also may engage in the options and
futures strategies described under "Certain Investment Strategies and Policies."

Because of its policy of tracking the S&P 500, the Equity Index Fund is not
managed according to traditional methods of active investment management, which
involve the buying and selling of securities based upon investment analysis of
economic, financial and market factors. Consequently, the projected adverse
financial performance of a company would not normally result in the sale of the
company's stock and projected superior financial performance by a company would
not normally lead to an increase in the holdings of the company. From time to
time the Sub-Adviser may make adjustments in the portfolio because of cash
flows, mergers, changes in the composition of the S&P 500 and similar reasons.
Portfolio turnover is expected to be lower than that of most investment funds
investing in common stock. For the fiscal year ended December 31, 1995, the
portfolio turnover rate for the Fund was 8%.

The Equity Index Fund's ability to duplicate the performance of the S&P 500
will be influenced by the size and timing of cash flows into or out of the Fund,
the liquidity of the securities included in the S&P 500, transaction and
operating expenses, and other factors. In addition, the Fund will incur expenses
(including advisory and administrative fees) that are not reflected in the
performance results of the S&P 500. These factors, among others, may result in
"tracking error", which is a measure of the degree to which the Fund's results
differ from the results of the S&P 500. Due to such factors, the return of the
Fund may be lower than the return of the S&P 500.

Tracking error is measured by the difference between total return for the
S&P 500 with dividends reinvested and total return for the Fund with dividends
reinvested after deductions of fees and expenses. For the 12 months ended
December 31, 1995 the S&P 500 gained 37.53% versus a gain of 36.18% for the
Equity Index Fund producing a tracking error of 1.35%. Tracking error is
monitored by the Sub-Adviser on a regular basis. All tracking error deviations
are reviewed to determine the effectiveness of investment policies and
techniques. If the tracking error deviation exceeds industry standards for the
Fund's asset size, the Sub-Adviser will bring the deviation to the attention of
the Trustees.

While the Board of Trustees of the Trust has initially selected the S&P 500
as the index the Fund will attempt to replicate, the Trustees reserve the right
to select another index at any time without seeking shareholder approval if they
believe that the S&P 500 no longer represents a broad spectrum of common stocks
that are publicly traded in the United States or if there are legal, economic or
other factors limiting the use of any particular index. If the Trustees change
the index which the Equity Index Fund attempts to replicate, the Equity Index
Fund may incur significant transaction costs in switching from one index to
another.

S&P is not in any way affiliated with the Equity Index Fund or the Trust.
"Standard & Poor's", "Standard & Poor's 500" and "500" are trademarks of S&P.

18
<PAGE>
INVESTMENT GRADE INCOME FUND

INVESTMENT OBJECTIVE: The Investment Grade Income Fund seeks as high a
level of total return, which includes capital appreciation as well as income, as
is consistent with prudent investment management.

SUB-ADVISER: AAM serves as Sub-Adviser to the Investment Grade Income Fund.
See "Equity Index Fund" for more information about AAM.

INVESTMENT POLICIES: The Fund will invest its assets in the following money
market instruments and debt securities.

MONEY MARKET INSTRUMENTS:

(a) Obligations issued or guaranteed by the United States Government,
its agencies or instrumentalities;

(b) Commercial paper rated Prime-1 by Moody's, or A-1 by S&P or unrated,
but determined by the Sub-Adviser to be of comparable quality;

(c) Bankers acceptances or negotiable certificates of deposit issued by
the 25 largest U.S. banks (in terms of deposits); and

(d) Cash and cash equivalents.

DEBT SECURITIES:

(a) Obligations issued or guaranteed by the United States Government,
its agencies or instrumentalities;

(b) Debt securities which are rated Aaa, Aa, A, or Baa by Moody's, or
AAA, AA, A or BBB by S&P or unrated, but determined by the Sub-Adviser to be
of comparable quality;

(c) Obligations (payable in U.S. dollars) of, or guaranteed by, the
Government of Canada or of a Province of Canada or any instrumentality or
political subdivision thereof.

The Fund may engage in the options and futures strategies described under
"Certain Investment Strategies and Policies".

The debt securities in which the Fund may invest are considered "investment
grade" in that they are generally suitable for purchase by prudent investors.
However, the lowest category of investment grade securities (rated Baa by
Moody's or BBB by S&P) may have speculative characteristics, such that changes
in economic conditions or other circumstance are more likely to lead to a
weakened capacity to make principal and interest payments than is the case of
debt securities with higher ratings. The portfolio of the Fund is actively
managed by AAM, as Sub-Adviser, in order to anticipate events leading to price
or ratings changes. If the rating of a security falls below investment grade, or
an unrated security is deemed to have fallen below investment grade, AAM
analyzes relevant economic and market data in making a determination of whether
to retain or dispose of the investment. The performance of the securities in the
portfolio is monitored continuously, and they are purchased and sold as
conditions warrant and permit.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 126%. The portfolio turnover rate exceeded 100% due to a
restructuring of the Fund's mortgage-backed securities. The portfolio turnover
rate for the Fund may vary greatly from year to year. A high portfolio turnover
rate may result in greater brokerage costs to the Fund.

See the Appendix to the Prospectus for an explanation of the ratings of
Moody's and S&P.

19
<PAGE>
GOVERNMENT BOND FUND

INVESTMENT OBJECTIVE: The Government Bond Fund seeks high income,
preservation of capital and maintenance of liquidity primarily through
investments in debt instruments issued or guaranteed by the U.S. Government or
its agencies or instrumentalities ("U.S. Government securities") and in related
options, futures and repurchase agreements. Under normal conditions, at least
80% of the Fund's assets will be invested in U.S. Government securities.

SUB-ADVISER: AAM serves as Sub-Adviser to the Government Bond Fund. See
"Equity Index Fund" for more information about AAM.

INVESTMENT POLICIES: Some U.S. Government securities, such as Treasury
bills, notes and bonds, which differ only in their interest rates, maturities,
and times of issuance, are supported by the full faith and credit of the United
States. Other U.S. Government securities are supported by (i) the right of the
issuer to borrow from the U.S. Treasury; (ii) discretionary authority of the
U.S. Government to purchase the obligations of the agency or instrumentality or
(iii) only the credit of the instrumentality itself. No assurances can be given
that the U.S. Government would provide financial support to U.S. Government
sponsored instrumentalities if it is not obligated to do so by law. The Fund may
invest in mortgage-backed government securities, including pass-through
securities and participation certificates of the Government National Mortgage
Association ("Ginnie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie
Mac") and the Federal National Mortgage Association ("Fannie Mae").

The Government Bond Fund may invest in any other security or agreement
collateralized or otherwise secured by U.S. Government securities. The Fund may
also invest in separately traded principal and interest components of securities
guaranteed or issued by the U.S. Treasury if such components are traded
independently under the Separate Trading of Registered Interest and Principal of
Securities program. The Fund may enter into repurchase agreements, and may from
time to time have temporary investments in short-term debt obligations
(including certificates of deposit, bankers acceptances and commercial paper)
pending the making of other investments or for liquidity purposes.

The Government Bond Fund may engage in several active management strategies,
including the lending of portfolio securities, forward commitment purchases of
securities, writing covered call and covered put options on U.S. Government
securities, purchasing such call and put options, and entering into closing
purchase and sale transactions. The Fund may engage in the options and futures
strategies described under "Certain Investment Strategies and Policies".

U.S. Government securities may be purchased or sold without regard to the
length of time they have been held to attempt to take advantage of short-term
differentials in yields, with the objective of seeking income while conserving
capital. While short-term trading increases portfolio turnover, the Government
Bond Fund incurs little or no brokerage costs for U.S. Government securities.
For the fiscal year ended December 31, 1995, the portfolio turnover rate for the
Fund was 180%. The portfolio turnover rate for the Fund increased from 106% in
1994 due to a restructuring of the Fund's mortgage-backed securities. In
addition, U.S. Treasury securities were sold to fund the purchase of various
asset-backed securities.

MONEY MARKET FUND

INVESTMENT OBJECTIVE: The Money Market Fund seeks to obtain maximum current
income consistent with preservation of capital and liquidity.

SUB-ADVISER: AAM serves as Sub-Adviser to the Money Market Fund. See
"Equity Index Fund" for more information about AAM.

20
<PAGE>
INVESTMENT POLICIES: The Fund seeks to achieve its objective by investing
in the following high quality money market instruments:

(a) Obligations issued or guaranteed by the United States Government,
its agencies or instrumentalities;

(b) Commercial paper which meets the ratings requirements as set forth
in the paragraph below;

(c) Obligations of banks or savings and loan associations (such as
bankers acceptances and certificates of deposit, including
dollar-denominated obligations of foreign branches of U.S. banks
("Eurodollars") and U.S. branches of foreign banks if such U.S. branches are
subject to state banking requirements and Federal Reserve reporting
requirements) which at the date of the investment have deposits of at least
$1 billion as of their most recently published financial statements;

(d) Repurchase agreements with respect to obligations described under
(a) above (such obligations subject to repurchase agreement may bear
maturities of more than one year). For more information concerning
repurchase agreements, see "Certain Investment Strategies and Policies."

(e) Cash and cash equivalents.

The Money Market Fund will not purchase any security unless (i) the security
has received the highest quality rating by at least two nationally recognized
statistical rating organizations ("NRSROs") or by one NRSRO if only one has
rated the security, or (ii) the security is unrated and in the opinion of AAM,
as Sub-Adviser, in accordance with guidelines adopted by the Trustees, is of a
quality comparable to the highest rating of an NRSRO. These standards must be
satisfied at the time an investment is made. If the quality of the investment
later declines, the Fund may continue to hold the investment, but the Trustees
will evaluate whether the security continues to present minimal credit risks.
See the Appendix for an explanation of the ratings of NRSRO ratings.

The Fund will limit its portfolio investments to securities with a remaining
maturity of 397 days as of the time of purchase, in accordance with the
Trustees' guidelines. The portfolio will be managed so as to maintain a
dollar-weighted maturity of 90 days or less. In order to maximize the yield on
its assets, the Fund intends to be as fully invested at all times as is
reasonably practicable.

There is always the risk that the issuer of an instrument maybe unable to
make payment upon maturity.

MANAGEMENT FEES AND EXPENSES

Under its Management Agreement with the Trust, the Manager is obligated to
perform certain administrative and management services for the Trust, furnishes
to the Trust all necessary office space, facilities, and equipment, and pays the
compensation, if any, of officers and Trustees who are affiliated with the
Manager. Other than the expenses specifically assumed by the Manager under the
Management Agreement, all expenses incurred in the operation of the Trust are
borne by the Trust, including fees and expenses associated with the registration
and qualification of the Trust's shares under the Securities Act of 1933, other
fees payable to the Securities and Exchange Commission, independent accountant
fees, legal and custodian fees, association membership dues, taxes, interest,
insurance premiums, brokerage commissions, fees and expenses of the Trustees who
are not affiliated with the Manager, expenses for proxies, prospectuses, and
reports to shareholders, Fund recordkeeping expenses and other expenses. The
Manager has voluntarily agreed to absorb any charges and expenses associated
with Fund recordkeeping that exceed 0.10% of a Fund's average net assets.

21
<PAGE>
For the services to the Funds, the Manager receives fees computed daily at
an annual rate based on the average daily net asset value of each Fund as set
forth below.

<TABLE>
<CAPTION>
SELECT SELECT
INTERNATIONAL AGGRESSIVE SELECT CAPITAL SMALL CAP SELECT
EQUITY GROWTH APPRECIATION VALUE GROWTH GROWTH
FUND FUND FUND FUND FUND FUND
--------------- ------------- --------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Manager Fee..................... 1.00% 1.00% 1.00% 0.85% (1) 0.85%
</TABLE>

<TABLE>
<CAPTION>
SELECT GROWTH EQUITY INVESTMENT GOVERNMENT
AND INCOME INDEX GRADE INCOME BOND MONEY MARKET
FUND FUND FUND FUND FUND
--------------- ----------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Manager Fee...................... 0.75% (1) (1) 0.50% (1)
</TABLE>

- ------------------------
(1) The Manager's fees for the Growth Fund, Equity Index Fund, Investment Grade
Income Fund and Money Market Fund, computed daily at an annual rate based on
the average daily net asset value of each Fund, are based on the following
schedule:

<TABLE>
<CAPTION>
EQUITY INVESTMENT MONEY
GROWTH INDEX GRADE INCOME MARKET
ASSETS FUND FUND FUND FUND
- -------------------------------------------------------------- ----------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
First $50 Million............................................. 0.60% 0.35% 0.50% 0.35%
Next $200 Million............................................. 0.50% 0.30% 0.35% 0.25%
Over $250 Million............................................. 0.35% 0.25% 0.25% 0.20%
</TABLE>

The Manager is solely responsible for the payment of all fees to the
Sub-Advisers. The Manager pays each Sub-Adviser fees computed daily at an annual
rate based on the average daily net asset value of each Fund as set forth below.
In certain Funds, Sub-Adviser fees vary according to the level of assets in such
Funds, which will reduce the fees paid by the Manager as Fund assets grow but
will not reduce the operating expenses of such Funds.

<TABLE>
<CAPTION>
SELECT SELECT
INTERNATIONAL AGGRESSIVE SELECT CAPITAL SMALL CAP
EQUITY GROWTH APPRECIATION VALUE GROWTH SELECT GROWTH
FUND FUND FUND FUND FUND FUND
----------------- ------------- ----------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sub-Adviser Fee.................. (2) 0.60% (3) 0.50% (4) (5)
</TABLE>

<TABLE>
<CAPTION>
SELECT GROWTH AND EQUITY INVESTMENT GOVERNMENT MONEY
INCOME INDEX GRADE INCOME BOND MARKET
FUND FUND FUND FUND FUND
------------------- ----------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Sub-Adviser Fee................ (6) 0.10% 0.20% 0.20% 0.10%
</TABLE>

- ------------------------
(2) For its services, BIAM will receive a fee computed daily at an annual rate
based on the aggregate assets of the Select International Equity Fund, under
the following schedule:

(3) For its services, JCC will receive a fee computed daily at an annual rate
based on the average daily net assets of the Select Capital Appreciation
Fund, under the following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- --------------------------------------------------------------------------- -----------
<S> <C>
First $100 Million......................................................... 0.60%
Over $100 Million.......................................................... 0.55%
</TABLE>

22
<PAGE>
(4) For its services, MAS will receive a fee based on the aggregate assets of
the Growth Fund and certain other accounts of the Manager and its affiliates
which are managed by MAS, under the following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- ------------------------------------------------------------------------- -----------
<S> <C>
First $50 Million........................................................ 0.50%
$50 million to $100 Million.............................................. 0.375%
$100 million to $500 Million............................................. 0.25%
$500 million to $850 Million............................................. 0.20%
Over $850 million........................................................ 0.15%
</TABLE>

(5) For its services, PIC will receive a fee computed daily at an annual rate
based on the average daily net assets of the Select Growth Fund, under the
following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- --------------------------------------------------------------------------- -----------
<S> <C>
First $50 Million.......................................................... 0.50%
Next $100 Million.......................................................... 0.45%
Next $100 Million.......................................................... 0.35%
Next $100 Million.......................................................... 0.30%
Over $350 Million.......................................................... 0.25%
</TABLE>

(6) For its services, JAL will receive a fee computed daily at an annual rate
based on the average daily net assets of the Select Growth and Income Fund,
under the following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- --------------------------------------------------------------------------- -----------
<S> <C>
First $100 Million......................................................... 0.40%
Next $200 Million.......................................................... 0.25%
Over $300 Million.......................................................... 0.30%
</TABLE>

For the fiscal year ended December 31, 1995, the Funds paid the Manager
gross fees before reimbursement at a rate based on the Fund's average daily net
assets, under the following schedule:

<TABLE>
<CAPTION>
FUND RATE
- --------------------------------------------------------------------------- -----------
<S> <C>
Select International Equity Fund........................................... 1.00%
Select Aggressive Growth Fund.............................................. 1.00%
Select Capital Appreciation Fund........................................... 1.00%+
Small Cap Value Fund....................................................... 0.85%
Growth Fund................................................................ 0.46%
Select Growth Fund......................................................... 0.85%
Select Growth and Income Fund.............................................. 0.75%
Equity Index Fund.......................................................... 0.34%
Investment Grade Income Fund............................................... 0.41%
Government Bond Fund....................................................... 0.50%
Money Market Fund.......................................................... 0.29%
</TABLE>

- ------------------------

+Annualized

23
<PAGE>

The following table shows voluntary expense limitations which the Manager
has declared for each Fund and the operating expenses incurred for the fiscal
year ended December 31, 1995 for each Fund:

<TABLE>
<CAPTION>
PERCENTAGE OF
AVERAGE DAILY NET ASSETS
----------------------------------
VOLUNTARY EXPENSE OPERATING
FUND LIMITATIONS EXPENSES
- ----------------------------------------------------- ------------------- -------------
<S> <C> <C>
Select International Equity Fund..................... 1.50% 1.24%
Select Aggressive Growth Fund........................ 1.35% 1.09%
Select Capital Appreciation Fund..................... 1.35% 1.35%+
Small Cap Value Fund................................. 1.25% 1.01%
Growth Fund.......................................... 1.20% 0.54%
Select Growth Fund................................... 1.20% 0.97%
Select Growth and Income Fund........................ 1.10% 0.85%
Equity Index Fund.................................... 0.60% 0.55%
Investment Grade Income Fund......................... 1.00% 0.53%
Government Bond Fund................................. 1.00% 0.69%
Money Market Fund.................................... 0.60% 0.36%
</TABLE>

- ------------------------

+Annualized and including reimbursements and reductions.

The Manager will voluntarily reimburse its fees and any expenses above the
expense limitations. The expense limitations are voluntary and may be removed at
any time after a Fund's first fiscal year of operations without prior notice to
existing shareholders. For the year ended December 31, 1995, the Manager
voluntarily agreed to reimburse the Select Capital Appreciation Fund in the
amount of $8,720. The Manager reserves the right to recover from a Fund any
fees, within a current fiscal year period, which were reimbursed in that same
year to the extent that total annual expenses did not exceed the applicable
expense limitation. Non-recurring and extraordinary expenses are generally
excluded in the determination of expense ratios of the Funds for purposes of
determining any required expense reimbursement. Quotations of yield or total
return for any period when an expense limitation is in effect will be greater
than if the limitation had not been in effect.

FUND MANAGER INFORMATION

The following individuals are primarily responsible for the day-to-day
management of the particular Funds as indicated below:

The following portfolio managers are involved in the investment process
utilized for the SELECT INTERNATIONAL EQUITY FUND:

DENIS DONOVAN, Director Portfolio Management, received an MBA from
University College Dublin. Prior to joining Bank of Ireland in 1985, he
spent more than thirteen years in the money market and foreign exchange
operations of the Central Bank of Ireland, the Irish equivalent of the U.S.
Federal Reserve. He has overall responsibility for the portfolio management
function for all of BIAM's client base.

GERALDINE DEIGHAN, an economics graduate of Trinity College, Dublin,
with an MBA from University College, Dublin. She joined Bank of Ireland in
1987.

JOHN O'CALLAGHAN, is a graduate of Trinity College, Dublin and is a
Chartered Financial Analyst. He joined Bank of Ireland in 1987.

PETER WOOD, joined Bank of Ireland in 1985 after spending five years
with another leading investment management firm. He is responsible for
portfolio construction.

24
<PAGE>
The following individuals have served as members of a committee of fund
managers for the SELECT AGGRESSIVE GROWTH FUND since March 1994, with the
exception of Mr. Nicholas, who has served as a fund manager since the Fund's
inception in August 1992:

ARTHUR E. NICHOLAS, Partner and Chief Investment Officer at NACM, is the
co-founder of NACM. Prior to NACM, Mr. Nicholas was Managing Director and
Chief Investment Officer of Pacific Century Advisers. He was also associated
with Security Pacific Bank for over two years and with San Diego Trust &
Savings Bank for ten years.

LAWRENCE S. SPEIDELL is a Partner and Director of Global/Systematic
Portfolio Management at NACM. Prior to joining NACM in 1994, Mr. Speidell
spent ten years with Batterymarch Financial Management ("Batterymarch"). He
was also Senior Vice President and Portfolio Manager at Putnam Management
Company from 1971 to 1983.

JOHN J. KANE, Senior Portfolio Manager, Global at NACM, has twenty-six
years of economic/ investment experience. Prior to NACM, Mr. Kane was
employed by ARCO Investment Management company and General Electric Company.

CRAIG R. OCCHIALINI, Vice President and Portfolio Manager, is a member
of the domestic portfolio management and research group at NACM. Prior to
joining NACM in 1991, Mr. Occhialini was employed by Wilshire Associates.
Mr. Occhialini has six years of investment experience.

The following individual has served as fund manager for the SELECT CAPITAL
APPRECIATION FUND since the Fund's inception in April 1995:

JAMES P. GOFF joined JCC in 1988 and has managed the Janus Enterprise
Fund since 1992 and has co-managed the Janus Venture Fund since December
1993. Mr. Goff is a Chartered Financial Analyst.

The following individuals have served as fund managers for the SMALL CAP
VALUE FUND since the Fund's inception in April 1993:

PETER SCHLIEMANN, Executive Vice President and Director, joined Babson
in 1979. Prior to 1979, Mr. Schlieman was employed at the Boston Company
Investment Research & Technology, Inc. for nine years.

LANCE F. JAMES, Vice President, joined Babson in 1986. Prior to joining
Babson, Mr. James was employed as an Account Manager at Hewitt Associates
for two years and as a Senior Associate at EBF Associates of Boston for one
year. Mr. James was also employed by Rockwell International Corporation for
five years as a Manager.

The following individuals have served as members of a committee of fund
managers for the GROWTH FUND since the Fund's inception in April 1988, with the
exception of Mr. Schlarbaum, who has served on the committee since 1993:

NICHOLAS KOVICH, Equity Portfolio Manager, joined MAS in 1988. Prior to
MAS, Mr. Kovich was employed by Waddell & Reed Asset Management Company from
1982 to 1988 as an Investment Research Analyst and Portfolio Manager.

JOHN CONNOLLY, Equity Portfolio Manager, joined MAS in 1990. Prior to
joining MAS, Mr. Connolly was employed by Dean Witter Reynolds as a Senior
Vice President and Chief Investment Strategist from 1984 to 1990 and by
Shearson/American Express as Senior Vice President and Director of Research
from 1979 to 1984.

GARY G. SCHLARBAUM, Equity Portfolio Manager, joined MAS in 1987. Prior
to 1987, Mr. Schlarbaum was employed by First Chicago Investment Advisors
from 1984 to 1987. Prior to First Chicago, Mr. Schlarbaum held teaching
positions at Purdue University and the University of Pennsylvania.

25
<PAGE>
The following individuals have served as members of a committee of fund
managers for the SELECT GROWTH FUND since the Fund's inception in August 1992,
with the exception of Mr. Powers, who has served on the committee since June
1994:

JEFFREY J. MILLER, Managing Director, has been with PIC for over twenty
years and is a Chartered Financial Analyst and a Chartered Investment
Counselor.

LARRY D. TASHJIAN, Managing Director, has over fourteen years of
investment management experience, ten of which have been with PIC, Mr.
Powers was a member of the Interest Rate Swaps Group for a major West Coast
bank.

MICHAEL W. POWERS, Senior Vice President, has been with PIC since 1991
and is a Chartered Financial Analyst. Prior to joining PIC, Mr. Powers was a
member of the Interest Rate Swaps Group for a major West Coast bank.

The following individuals have served as members for a committee of fund
managers for the SELECT GROWTH AND INCOME FUND since September 1994:

JOHN A. LEVIN, President, has been with JAL since 1982 and has
thirty-two years investment experience.

MELODY L. PRENNER SARNELL, Securities Analyst, has been with JAL since
1984. Prior to joining JAL, Ms. Sarnell was employed by John M. Blewer, Inc.

JEFFREY A. KIGNER, Securities Analyst, has been with JAL since 1984.
Prior to 1984, Mr. Kigner was employed by Carlin & Co.

The following individual has served as fund manager for the INVESTMENT GRADE
BOND FUND since May 1994:

LISA M. COLEMAN, Vice President of AAM, was a Deputy Manager/Portfolio
Manager in the global fixed income area for Brown Brothers Harriman &
Company in New York prior to joining AAM in May 1994.

The following individual has served as fund manager for the GOVERNMENT BOND
FUND since May 1995:

RICHARD J. LITCHFIELD, Assistant Vice President of AAM, was a
mortgage-backed securities analyst and trader at Keystone Investments, Inc.
prior to joining AAM in May 1995.

HOW ARE SHARES VALUED?

The net asset value of the shares of each Fund is determined once daily as
of the close of the New York Stock Exchange (the "Exchange") on each day on
which the Exchange is open for trading.

Equity securities are valued on the basis of their market value, if market
quotations are readily available. In other cases, they are valued at their fair
value as determined in good faith by the Trustees, although the actual
calculations may be by persons acting pursuant to the direction of the Trustees.
Debt securities (other than short-term obligations) are normally valued on the
basis of valuations formulated by a pricing service which utilizes data
processing methods to determine valuations for normal, institutional-size
trading units of such securities. Such methods include the use of market
transactions for comparable securities and various relationships between
securities which are generally recognized by institutional traders. All
securities of the Money Market Fund are valued at amortized cost. Debt
obligations in the other Funds having a remaining maturity of 60 days or less
are valued at amortized cost when it is determined that amortized cost
approximates fair value. Short-term obligations of the other Funds having a
remaining maturity of more than 60 days are marked to market based upon readily
available market quotations for such obligations or similar securities.

26
<PAGE>
Unlike the Money Market Fund, which attempts to maintain a stable net asset
value, the net asset value of the other Funds will fluctuate.

TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

It is the policy of the Trust to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies so that the Trust will
not be subject to federal income tax on any net income and any capital gains to
the extent they are distributed or are deemed to have been distributed to
shareholders. Dividends out of net investment income will be declared and paid
quarterly in the case of the Growth Fund, Select Growth and Income Fund, Equity
Index Fund, Investment Grade Income Fund and Government Bond Fund; annually in
the case of the Select International Equity Fund, Select Aggressive Growth Fund,
Select Capital Appreciation Fund, Small Cap Value Fund, and Select Growth Fund;
and daily in the case of the Money Market Fund. Distributions of net capital
gains, if any, for the year are made annually. All dividends and capital gain
distributions are applied to purchase additional Fund shares at net asset value
as of the payment date. Fund shares are held by the Separate Accounts and any
distributions are automatically reinvested by the Separate Accounts. Tax
consequences to investors in the Separate Accounts which are invested in the
Trust are described in the prospectuses for such Accounts.

SALE AND REDEMPTION OF SHARES

Shares of the Funds are sold in a continuous offering and currently may be
purchased only by Separate Accounts of First Allmerica or its subsidiaries. The
Separate Accounts are the funding mechanisms for variable annuity contracts. The
Separate Accounts invest in shares of one or more of the Funds. Shares of each
Fund are sold at their net asset value as next computed after receipt of the
purchase order without the addition of any selling commission or "sales load".
The Distributor, Allmerica Investments, Inc., at its expense, may provide
promotional incentives to dealers that sell variable annuity contracts for which
the Funds serve as investment vehicles.

Shares of the Trust are also currently being issued under separate
prospectuses to Separate Accounts of Allmerica Life, First Allmerica and
subsidiaries of First Allmerica which issue variable or group annuity policies
or variable premium life insurance policies ("mixed funding"). Although neither
Allmerica Life nor the Trust currently foresees any disadvantage, it is
conceivable that in the future such mixed funding may be disadvantageous for
variable or group annuity policyowners or variable premium life insurance
policyowners ("Policyowners"). The Trustees of the Trust intend to monitor
events in order to identify any conflicts that may arise between such
Policyowners and to determine what action, if any, should be taken in response
thereto. If the Trustees were to conclude that separate funds should be
established for variable annuity and variable premium life separate accounts,
Allmerica Life will pay the attendant expenses.

The Trust redeems shares of each Fund at their net asset value as next
computed after receipt of the request for redemption. The redemption price may
be more or less than the shareholder's cost. No fee is charged by the Trust on
redemption. The variable contracts funded through the Separate Accounts are sold
subject to certain fees and charges which may include sales and redemption
charges, described in the Prospectuses for such Separate Accounts.

Redemption payments will be paid within seven days after receipt of the
written request therefor by the Trust, except that the right of redemption may
be suspended or payments postponed whenever permitted by applicable law and
regulations.

HOW IS PERFORMANCE DETERMINED?

The Funds' performance may be quoted in advertising. A Fund's performance
may be compared to the performance of other investments or relevant indices. All
performance information is based on historical results and is not intended to
indicate future performance.

27
<PAGE>
For Funds other than the Money Market Fund, "yield" is calculated by
dividing a Fund's annualized net investment income per share during a recent
30-day period by the net asset value per share on the last day of that period.
For the Money Market Fund, "yield" represents an annualization of the change in
value of an investment (excluding any capital changes) in the Fund for a
specific seven-day period; "effective yield" compounds that yield for a year and
is, for that reason, greater than the Fund's yield.

Total returns are based on the overall dollar or percentage change in value
of a hypothetical investment in a Fund assuming all dividends and capital gain
distributions are reinvested. Cumulative total return reflects the Fund's
performance over a stated period of time. Average annual total return reflects
the hypothetical annually compounded return that would have produced the same
cumulative return if the Fund's performance had been constant over the entire
period. Because average annual returns tend to smooth out variations in the
Fund's return, they are not the same as actual year-by-year results.

YIELDS AND TOTAL RETURNS QUOTED FOR THE FUNDS INCLUDE THE EFFECT OF
DEDUCTING THE FUND'S EXPENSES, BUT MAY NOT INCLUDE CHARGES AND EXPENSES
ATTRIBUTABLE TO A PARTICULAR INSURANCE PRODUCT. SINCE SHARES OF THE FUNDS CAN BE
PURCHASED ONLY THROUGH A VARIABLE ANNUITY CONTRACT OR VARIABLE LIFE CONTRACT,
YOU SHOULD CAREFULLY REVIEW THE PROSPECTUS FOR THE SEPARATE ACCOUNTS FOR
INFORMATION ON RELEVANT CHARGES AND EXPENSES. INCLUDING THESE CHARGES IN THE
QUOTATIONS OF THE FUNDS' YIELD AND TOTAL RETURN WOULD HAVE THE EFFECT OF
DECREASING PERFORMANCE. PERFORMANCE INFORMATION FOR THE FUNDS MUST ALWAYS BE
ACCOMPANIED BY, AND BE REVIEWED WITH, PERFORMANCE INFORMATION FOR THE SEPARATE
ACCOUNTS WHICH INVEST IN THE FUNDS.

ORGANIZATION AND CAPITALIZATION OF THE TRUST

The Trust was established as a Massachusetts business trust under the laws
of Massachusetts by an Agreement and Declaration of Trust dated October 11, 1984
(the "Trust Declaration"). A copy of the Trust Declaration is on file with the
Secretary of the Commonwealth of Massachusetts.

The Trust has an unlimited authorized number of shares of beneficial
interest which may be divided into an unlimited number of series of such shares,
and which are presently divided into twelve series of shares, one series
underlying each Fund. The Select Income Fund is not included in this Prospectus.
The Trust's shares are entitled to one vote per share (with proportional voting
for fractional shares). The rights accompanying Fund shares are legally vested
in the Separate Accounts. As a matter of policy, however, holders of variable
premium life insurance or variable annuity contracts funded through the Separate
Accounts have the right to instruct the Separate Accounts as to voting Fund
shares on all matters to be voted on by Fund shareholders. Voting rights of the
participants in the Separate Accounts are more fully set forth in the
prospectuses or offering circular relating to those Accounts. See "Organization
of the Trust" in the SAI for the definition of a "majority vote" of
shareholders.

The Trust is not required to hold annual meetings of shareholders. The
Trustees or shareholders holding at least 10% of the outstanding shares may call
special meetings of shareholders.

FUND RECORDKEEPING AGENT

First Data, a wholly-owned subsidiary of First Data Corporation, calculates
net asset value per share and maintains general accounting records for each
Fund. First Data is entitled to receive an annual Fund recordkeeping fee based
on Fund assets and certain out-of-pocket expenses.

CUSTODIAN

Bankers Trust Company, 130 Liberty Street, New York, New York 10006, is the
Custodian of the securities and other assets of the Trust.

28
<PAGE>
INVESTMENT RESTRICTIONS

The following is a description of certain investment restrictions which are
fundamental and may not be changed with respect to a Fund without shareholder
approval. For a description of certain other investment restrictions, reference
should be made to the SAI.

1. No Fund will concentrate its investments in particular industries,
including debt obligations of foreign governments, but a Fund may invest up
to 25% of the value of its total assets in a particular industry. The
restriction does not apply to investments in obligations issued or
guaranteed by the United States of America, its agencies or
instrumentalities, or to investments by the Money Market Fund in securities
issued or guaranteed by domestic branches of U.S. banks.

2. As to 75% of the value of its total assets (100% for the Money
Market Fund), no Fund will invest more than 5% of the value of its total
assets in the securities of any one issuer (other than securities issued by
or guaranteed as to principal or interest by the United States Government or
any agency or instrumentality thereof) or acquire more than 10% of the
voting securities of any issuer. The remaining 25% of assets (other than for
the Money Market Fund) may be invested in the securities of one or more
issuers without regard to such limitations.

These limitations apply as of the time of purchase. If through market action
the percentage limitations are exceeded, the Fund will not be required to reduce
the amount of its holding in such investments.

CERTAIN INVESTMENT STRATEGIES AND POLICIES

REPURCHASE AGREEMENTS (APPLICABLE TO ALL FUNDS) AND REVERSE REPURCHASE
AGREEMENTS (APPLICABLE TO THE SELECT CAPITAL APPRECIATION FUND)

Each Fund may invest in repurchase agreements, under which the Fund acquires
ownership of a security (ordinarily U.S. Government securities) but the seller
agrees, at the time of sale, to purchase the security at a mutually agreed upon
time and price. Should any seller of a repurchase agreement fail to repurchase
the underlying security, or should any seller become insolvent or involved in a
bankruptcy proceeding, a Fund could incur costs and losses. Repurchase
Agreements maturing in more than seven days are subject to the 15% limit on
illiquid securities.

When the Select Capital Appreciation Fund invests in a reverse repurchase
agreement, it sells a security to another party such as a banker or
broker-dealer, in return for cash, and agrees to buy the security back at a
future date and price. Reverse repurchase agreements may be used to provide cash
to satisfy unusually heavy redemption requests or for other temporary or
emergency purposes without the necessity of selling portfolio securities or to
earn additional income on portfolio securities, such as treasury bills and
notes.

"WHEN-ISSUED" SECURITIES (APPLICABLE TO ALL FUNDS)

Each Fund may purchase securities on a when-issued or delayed delivery
basis. Delivery and payment normally take place 15 to 45 days after the
commitment to purchase. No income accrues on when-issued securities prior to
delivery. Purchase of when-issued securities involves the risk that yields
available in the market when delivery occurs may be higher than those available
when the when-issued order is placed resulting in a decline in the market value
of the security. There is also the risk that under some circumstances the
purchase of when-issued securities may act to leverage the Fund.

LENDING OF SECURITIES (APPLICABLE TO ALL FUNDS)

29
<PAGE>
have the right to call each loan and obtain the securities. Lending portfolio
securities involves certain risks, including possible delays in receiving
additional collateral or in the recovery of the securities or possible loss of
rights in the collateral should the borrower fail financially. Loans will be
made in accordance with guidelines established by the Board of Trustees.

FOREIGN SECURITIES (APPLICABLE TO EACH FUND EXCEPT THE SMALL CAP VALUE FUND,
INVESTMENT GRADE INCOME FUND, GOVERNMENT BOND FUND AND MONEY MARKET FUND)

Investments in foreign markets involve substantial risks not typically
associated with investing in the U.S. which should be carefully considered by
the investor. Such risks may include political and economic instability,
differing accounting and financial reporting standards, higher commission rates
on foreign portfolio transactions, less readily available public information
regarding issuers, potential adverse changes in tax and exchange control
regulations and the potential for restrictions on the flow of international
capital. Foreign securities also involve currency risks. Accordingly, the
relative strength of the U.S. dollar may be an important factor in the
performance of that Fund, depending on the extent of the Fund's foreign
investments. Some foreign securities exchanges may not be as developed or
efficient as those in the U.S. and securities traded on foreign securities
exchanges are generally subject to greater price volatility. There is also the
possibility of adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation and limitations on the removal of funds
or other assets. Investments in emerging countries involve exposure to economic
structures that are generally less diverse and mature than in the U.S., and to
political systems which may be less stable. In addition, securities of issuers
located in emerging countries may have limited marketability and may be subject
to more abrupt or erratic price fluctuations.

Each Fund, except the Small Cap Value Fund, Investment Grade Income Fund,
Government Bond Fund and Money Market Fund, may buy or sell foreign currencies
and foreign currency forward contracts, options on foreign currencies and
foreign currency futures contracts and options thereon. Although such
instruments may reduce the risk of loss due to a decline in the value of the
currency that is sold, they also limit any possible gain which might result
should the value of the currency increase. Such instruments will be used
primarily to protect the Fund from adverse currency movements; however, they
also involve the risk that anticipated currency movements will not be accurately
predicted, thus adversely affecting the Fund's total return. See "Options and
Futures Transactions."

The Funds' investments may include ADRs. For many foreign securities, there
are U.S. dollar-denominated ADRs which are traded in the United States on
exchanges or over the counter. ADRs represent the right to receive securities of
foreign issuers deposited in a domestic bank or a correspondent bank. An ADR may
be sponsored by the issuer of the underlying foreign security, or it may be
issued in unsponsored form. The holder of a sponsored ADR is likely to receive
more frequent and extensive financial disclosure concerning the foreign issuer
than the holder of an unsponsored ADR and will generally bear lower transaction
charges. Each Fund may invest in both sponsored and unsponsored ADRs. The Select
International Equity Fund and the Select Capital Appreciation Fund also may
utilize EDRs, which are designed for use in European securities markets and also
may invest in GDRs.

OPTIONS AND FUTURES TRANSACTIONS (APPLICABLE TO EACH FUND EXCEPT THE SMALL CAP
VALUE FUND AND MONEY MARKET FUND) AND FORWARD CONTRACTS AND SWAPS (APPLICABLE TO
THE SELECT CAPITAL APPRECIATION FUND)

Through the writing and purchase of put and call options on its securities,
financial indices and foreign currencies and the purchase and sale of futures
contracts and related options with respect to securities, financial indices and
(in the case of the Select Capital Appreciation Fund) foreign currencies in
which it may invest, each Fund except the Money Market Fund and Select Cap Value
Fund may at times seek to hedge against fluctuations in net asset value. Each
Fund's ability to engage in options and futures strategies will depend on the
availability of liquid markets in such instruments. It is

30
<PAGE>
impossible to predict the amount of trading interest that may exist in various
types of options or futures contracts. Therefore, there is no assurance that a
Fund will be able to utilize these instruments effectively for the purposes
stated above.

Additionally, the Select Capital Appreciation Fund may invest in forward
contracts and swaps which may expose the Fund to additional investment risks and
transaction costs.

Risks inherent in the use of futures, options, forward contracts and swaps
("derivative instruments") include (1) the risk that interest rates, securities
prices and currency markets will not move in the directions anticipated; (2)
imperfect correlation between the price of derivative instruments and movements
in the prices of the securities, interest rates or currencies being hedged; (3)
the fact that skills needed to use these strategies are different from those
needed to select portfolio securities; (4) the possible absence of a liquid
secondary market for any particular instrument at any time; and (5) the possible
need to defer closing out certain hedged positions to avoid adverse tax
consequences.

The Fund will purchase futures and options only on exchanges or boards of
trade when there appears to be an active secondary market, but there can be no
assurance that a liquid secondary market will exist for any futures or option at
any particular time.

In connection with transactions in futures and related options, the Funds
will be required to deposit as "initial margin" an amount of cash and/or
securities. Thereafter, subsequent payments are made to and from the broker to
reflect changes in the value of the futures contract.

A more detailed explanation of futures, options, and other derivative
instruments, and the risks associated with them, is included in the SAI.

RESTRICTED SECURITIES (APPLICABLE TO THE SELECT INTERNATIONAL EQUITY FUND,
SELECT AGGRESSIVE GROWTH FUND, SELECT CAPITAL APPRECIATION FUND, SELECT GROWTH
FUND, AND SELECT GROWTH AND INCOME FUND)

The Funds also may purchase fixed-income securities that are not registered
under the Securities Act of 1933 ("1933 Act") ("restricted securities"), but can
be offered and sold to "qualified institutional buyers" under Rule 144A of the
1933 Act. However, each Fund will not invest more than 15% of its assets in
restricted securities (as defined in its investment restrictions) unless the
Board of Trustees determines, based upon a continuing review of the trading
markets for the specific restricted security, that such restricted securities
are liquid. The Board of Trustees has adopted guidelines and delegated to the
Manager the daily function of determining and monitoring liquidity of restricted
securities. The Board, however, will retain sufficient oversight and be
ultimately responsible for the determinations. Since it is not possible to
predict with assurance exactly how this market for restricted securities sold
and offered under Rule 144A will develop, the Board will carefully monitor the
Funds' investments in securities, focusing on such important factors, among
others, as valuation, liquidity and availability of information. This investment
practice could have the effect of increasing the level of illiquidity in the
Fund to the extent that qualified institutional buyers become for a time
uninterested in purchasing these restricted securities. As a result, the Funds
might not be able to sell these securities when their Sub-Adviser wishes to do
so, or might have to sell them at less than fair value. In addition, market
quotations are less readily available. Therefore, judgment may at times play a
greater role in valuing these securities than in the case of unrestricted
securities.

INVESTMENTS IN MONEY MARKET SECURITIES (APPLICABLE TO ALL FUNDS)

Any Fund may hold at least a portion of its assets in cash equivalents or
money market instruments. There is always the risk that the issuer of a money
market instrument may be unable to make payment upon maturity.

The Money Market Fund may hold uninvested cash reserves pending investment,
during temporary defensive periods or if, in the opinion of the Sub-Adviser,
suitable securities are not available for investment. Securities in which the
Money Market Fund may invest may not earn as high a level of current income as
long-term, lower quality securities which, however, generally have less
liquidity, greater market risk and more fluctuation in market value.

31
<PAGE>

Pursuant to an exemptive order granted by the Securities and Exchange
Commission, the Select Capital Appreciation Fund and other funds advised by
Janus Capital may transfer daily uninvested cash balances into one or more joint
trading accounts. Assets in the joint trading accounts are invested in money
market instruments and the proceeds are allocated to the participating funds on
a pro rata basis.

HIGH YIELD SECURITIES (APPLICABLE TO THE SELECT CAPITAL APPRECIATION FUND,
SELECT GROWTH FUND AND THE SELECT GROWTH AND INCOME FUND)

Corporate debt securities purchased by the Select Capital Appreciation Fund,
the Select Growth Fund and the Select Growth and Income Fund will be rated at
the time of purchase B or better by Moody's or S&P, or equivalently rated by
another NRSRO, or unrated but believed by the Sub-Adviser to be of comparable
quality under the guidelines established for the Funds. The Select Growth Fund
and the Select Growth and Income Fund may not invest more than 15% of their
assets and the Select Capital Appreciation Fund may not invest more than 35% of
its assets at the time of investment in securities rated below Baa by Moody's or
BBB by S&P, or equivalently rated by another NRSRO, or unrated but believed by
the Sub-Adviser to be of comparable quality. Securities rated B by Moody's or
S&P (or equivalently by another NRSRO) are below investment grade and are
considered, on balance, to be predominantly speculative with respect to capacity
to pay interest and repay principal and will generally involve more credit risk
than securities in the higher rating categories.

Periods of economic uncertainty and changes can be expected to result in
increased volatility of market prices of lower-rated securities, commonly known
as "high yield" securities or "junk bonds", and of the asset value of the Select
Capital Appreciation Fund, the Select Growth Fund and the Select Growth and
Income Fund. Many issuers of high yield corporate debt securities are
substantially leveraged, which may impair their ability to meet debt service
obligations. Also, during an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may experience financial stress.

The lack of a liquid secondary market in certain lower-rated securities may
have an adverse impact on market price and the ability of a Fund to dispose of
particular issues when necessary to meet its liquidity needs or in response to a
specific economic event such as a deterioration in the credit-worthiness of the
issuer. In addition, a less liquid market may interfere with the ability of a
Fund to accurately value high yield securities and, consequently, value a Fund's
assets. Furthermore, adverse publicity and investor perceptions may decrease the
value and liquidity of high yield securities. It is reasonable to expect any
recession to severely disrupt the market for high yield fixed-income securities,
have an adverse impact on the value of such securities, and adversely affect the
ability of the issuers of such securities to repay principal and pay interest
thereon. The market prices of lower-rated securities are generally less
sensitive to interest rate changes than higher-rated investments but more
sensitive to adverse economic or political changes, or individual developments
specific to the issuer. Periods of economic or political uncertainty and change
can be expected to result in volatility of prices of these securities.

The Funds also may invest in unrated debt securities of foreign and domestic
issuers. Unrated debt, while not necessarily of lower quality than rated
securities, may not have as broad a market. Sovereign debt of foreign
governments is generally rated by country. Because these ratings do not take
into account individual factors relevant to each issue and may not be updated
regularly, the Sub-Adviser may treat such securities as unrated debt. Unrated
debt securities and securities with different ratings from more than one agency
will be included in the 15% and 35% limits of the Funds as stated above, unless
such Fund's Sub-Adviser deems such securities to be the equivalent of investment
grade securities. See the Appendix for a description of the bond ratings.

ASSET-BACKED SECURITIES AND MORTGAGE-BACKED SECURITIES (APPLICABLE TO THE
INVESTMENT GRADE INCOME FUND AND GOVERNMENT BOND FUND)

The Funds may purchase asset-backed securities, which represent a
participation in, or are secured by and payable from, a stream of payments
generated by particular assets, frequently a pool of

32
<PAGE>

assets similar to one another. Assets generating such payments include
instruments such as motor vehicle installment purchase obligations, credit card
receivables and home equity loans. Payment of principal and interest may be
guaranteed for certain amounts and time periods by a letter of credit issued by
a financial institution unaffiliated with the issuer of the securities. The
estimated life of an asset-backed security varies with the prepayment experience
of the underlying debt instruments. The rate of such prepayments, and hence the
life of the asset-backed security, will be primarily a function of current
market rates, although other economic and demographic factors will be involved.
Under certain interest rates and prepayment rate scenarios, the Funds may fail
to recoup fully their investment in asset-backed securities. Each Fund will not
invest more than 10% of its total assets in asset-backed securities.

The Funds also may invest in mortgage-backed securities which are debt
obligations secured by real estate loans and pools of loans on single family
homes, multi-family homes, mobile homes, and in some cases, commercial
properties. The Funds may acquire securities representing an interest in a pool
of mortgage loans that are issued or guaranteed by a U.S. government agency such
as Ginnie Mae, Fannie Mae and Freddie Mac.

Mortgage-backed securities are in most cases "pass-through" instruments,
through which the holder receives a share of all interest and principal payments
from the mortgages underlying the certificate. Because the prepayment
characteristics of the underlying mortgages vary, it is not possible to predict
accurately the average life or realized yields of a particular issue of
pass-through certificates. During periods of declining interest rates,
prepayment of mortgages underlying mortgage-backed securities can be expected to
accelerate. When the mortgage obligations are prepaid, the Funds reinvests the
prepaid amounts in securities, the yield of which reflects interest rates
prevailing at the time. Moreover, prepayment of mortgages that underlie
securities purchased at a premium could result in losses.

The Funds also may invest in multiple class securities issued by U.S.
government agencies and instrumentalities such as Fannie Mae, Freddie Mac and
Ginnie Mae, including guaranteed collateralized mortgage obligations ("CMOs")
and Real Estate Mortgage Investment Conduit ("REMIC") pass-through or
participation certificates, when consistent with the Funds' investment
objective, policies and limitations. A CMO is a type of bond secured by an
underlying pool of mortgages or mortgage pass-through certificates that are
structured to direct payment on underlying collateral to different series or
classes of obligations. A REMIC is a CMO that qualifies for special tax
treatment under the Internal Revenue Code and invests in certain mortgages
principally secured by interests in real property and other permitted
investments.

CMOs and guaranteed REMIC pass-through certificates ("REMIC Certificates")
issued by Fannie Mae, Freddie Mac and Ginnie Mae are types of multiple
pass-through securities. Investors may purchase beneficial interests in REMICs,
which are known as "regular" interests or "residual" interests. The Funds do not
currently intend to purchase residual interests in REMICs. The REMIC
Certificates represent beneficial ownership interests in a REMIC trust,
generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae
guaranteed mortgage pass-through certificates. The obligations of Fannie Mae,
Freddie Mac or Ginnie Mae under their respective guaranty of the REMIC
Certificates are obligations solely of Fannie Mae, Freddie Mac or Ginnie Mae,
respectively.

Fannie Mae REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by Fannie Mae. In addition, Fannie Mae
will be obligated to distribute the principal balance of each class of REMIC
Certificates in full, whether or not sufficient fund are otherwise available.

33
<PAGE>
principal payments on PCs, Freddie Mac generally guarantees ultimate collection
of all principal of the related mortgage loans without offset or deduction.
Freddie Mac also guarantees timely payment of principal on certain PCs referred
to as "Gold PCs."

Ginnie Mae REMIC Certificates guarantee the full and timely payment of
interest and principal on each class of securities (in accordance with the terms
of those classes, as specified in the related offering circular supplement).
This Ginnie Mae guarantee is backed by the full faith and credit of the United
States of America. REMIC Certificates issued by Fannie Mae, Freddie Mac and
Ginnie Mae are treated as U.S. government securities for purposes of investment
policies. There can be no assurance that the United States government will
continue to provide financial support to Fannie Mae, Freddie Mac or Ginnie Mae
in the future.

STRIPPED MORTGAGE-BACKED SECURITIES (APPLICABLE TO THE INVESTMENT GRADE INCOME
FUND AND GOVERNMENT BOND FUND)

The Funds may invest in Stripped Mortgage-Backed Securities ("SMBS"). SMBS
are derivative multiclass mortgage securities. SMBS may be issued by agencies or
instrumentalities of the U.S. Government or by private originators of, or
investors in, mortgage loans, including savings and loan associations, mortgage
banks, commercial banks, investment banks and special purpose entitles of the
foregoing.

SMBS are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of mortgage
assets. One type of SMBS will have one class receiving some of the interest and
most of the principal from the mortgage assets, while the other class will
receive most of the interest and the remainder of the principal. In some cases
one class will receive all of the interest (the interest-only or "IO" class),
while the other class will receive all of the principal (the principal-only or
"PO" class). The yield to maturity on a IO class is extremely sensitive to the
rate of principal payments (including prepayment on the related underlying
mortgage assets), and a rapid rate of principal payments may have a material
adverse effect on a portfolio yield to maturity from these securities. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, the Funds may fail to fully recoup their initial investment in these
securities even if the security is in one of the highest rating categories.
Certain SMBS may be deemed "illiquid" and subject to the Funds' limitations on
investment in illiquid securities. The market value of the PO class generally is
unusually volatile in response to changes in interest rates. The yields on a
class of SMBS that receives all or most of the interest from mortgage assets are
generally higher than prevailing market yields in other mortgage-backed
securities because their cash flow patterns are more volatile and there is a
grater risk that the initial investment will not be fully recouped. The
Sub-Adviser will seek to manage these risks (and potential benefits) by
investing in a variety of such securities and by using certain hedging
techniques.

HEDGING TECHNIQUES AND INVESTMENT PRACTICES (APPLICABLE TO THE SELECT
INTERNATIONAL EQUITY FUND AND SELECT CAPITAL APPRECIATION FUND)

The Select International Equity Fund and the Select Capital Appreciation
Fund may employ certain strategies in order to manage exchange rate risks. For
example, the Funds may hedge some or all of their investments denominated in a
foreign currency against a decline in the value of that currency. The Funds may
enter into contracts to sell that foreign currency for U.S. dollars (not
exceeding the value of a Fund's assets denominated in that currency) or by
participating in options or futures contracts with respect to such currency
("position hedge"). The Funds also could hedge that position by selling a second
currency, which is expected to perform similarly to the currency in which
portfolio investments are denominated for U.S. dollars ("proxy hedge"). The
Funds also may enter into a forward contract to sell the currency in which the
security is denominated for a second currency that is expected to perform better
relative to the U.S. dollar if their Sub-Adviser believes there is a reasonable
degree of correlation between movements in the two currencies ("cross-hedge").
As an operational policy, the Funds will not commit more than 10% of their
assets to the consummation of

34
<PAGE>
cross-hedge contracts and will either cover currency hedging transactions with
liquid portfolio securities denominated in the applicable currency or segregate
high-grade, liquid assets in the amount of such commitments. In addition, when
the Funds anticipate repurchasing securities denominated in a particular
currency, the Funds may enter into a forward contract to purchase such currency
in exchange for the dollar or another currency ("anticipatory hedge").

These strategies minimize the effect of currency appreciation as well as
deprecation, but do not protect against a decline in the underlying value of the
hedged security. In addition, such strategies may reduce or eliminate the
opportunity to profit from increases in the value of the original currency and
may adversely impact the Funds' performance if their Sub-Adviser's projection of
future exchange rates is inaccurate.

35
<PAGE>

APPENDIX

Description of Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Ratings Service, a division of McGraw-Hill Companies, Inc. ("S&P")
commercial paper and bond ratings:

COMMERCIAL PAPER RATINGS

MOODY'S EMPLOYS THREE DESIGNATIONS, ALL JUDGED TO BE INVESTMENT GRADE, TO
INDICATE THE RELATIVE REPAYMENT CAPACITY OF RATED ISSUERS. THE TWO HIGHEST
DESIGNATIONS ARE AS FOLLOWS:

Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Prime-1 repayment capacity will normally be evidenced by the following
characteristics:

-- Leading market positions in well-established industries.

-- High rates of return on funds employed.

-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.

-- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This normally
will be evidenced by many of the characteristics cited above, but to a
lesser degree. Earnings trends and coverage ratios, while sound, will be
more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

S&P COMMERCIAL PAPER RATINGS ARE GRADED INTO SEVERAL CATEGORIES, RANGING
FROM "A-1" FOR THE HIGHEST QUALITY OBLIGATIONS TO "D" FOR THE LOWEST. THE TWO
HIGHEST RATING CATEGORIES ARE DESCRIBED AS FOLLOWS:

A-1 -- This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus (+) sign
designation.

A-2 -- Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

MUNICIPAL OBLIGATIONS

Moody's ratings for state and municipal and other short-term obligations
will be designated Moody's Investment Grade ("MIG"). This distinction is in
recognition of the differences between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower are uppermost in
importance in the short-term borrowing, while various factors of the first
importance in long-term borrowing risk are of lesser importance in the long run.
Symbols used will be as follows:

MIG-1 -- This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

MIG-2 -- This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.

A short-term rating may also be assigned on an issue having a demand
feature. Such ratings will be designated as VMIG to reflect such characteristics
as payment upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity. Additionally, investors should be alert

36
<PAGE>

to the fact that the source of payment may be limited to the external liquidity
with no or limited legal recourse to the issuer in the event that demand is not
met. VMIG-1 and VMIG-2 ratings carry the same definitions as MIG-1 and MIG-2,
respectively.

DESCRIPTION OF MOODY'S BOND RATINGS

AAA -- Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge". Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

AA -- Bonds that are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A -- Bonds that are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
that suggest a susceptibility to impairment some time in the future.

BAA -- Bonds that are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA -- Bonds that are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B -- Bonds that are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of other
terms of the contract over any long period of time may be small.

Those bonds within the Aa, A, Baa, Ba and B categories that Moody's believes
possess the strongest credit attributes within those categories are designated
by the symbols Aa1, A1, Baa1, Ba1 and B1.

DESCRIPTION OF S&P'S DEBT RATINGS

AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in a small degree.

A -- Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Where as it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

37
<PAGE>

BB, B, CCC, CC, C -- Debt rated BB, B, CCC, CC, C is regarded as having
predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. BB indicates the least degree of speculation and C
the highest. While such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major exposures
to adverse conditions.

PLUS (+) OR (-): The ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major categories.

38
<PAGE>
ALLMERICA INVESTMENT TRUST

440 Lincoln Street
Worcester, Massachusetts 01653
(508) 855-1000

Allmerica Investment Trust (the "Trust") is a professionally managed,
open-end investment company designed to provide the underlying investment
vehicles for insurance related accounts. The investment objectives of the seven
separate portfolios of the Trust (collectively, the "Funds", and, individually,
the "Fund") currently offered by this Prospectus are as follows:

SELECT INTERNATIONAL EQUITY FUND seeks maximum long-term total return
(capital appreciation and income) primarily by investing in common stocks of
established non-U.S. companies.

SELECT AGGRESSIVE GROWTH FUND seeks above-average capital appreciation
by investing primarily in common stocks of companies which are believed to
have significant potential for capital appreciation.

SELECT CAPITAL APPRECIATION FUND seeks long-term growth of capital in a
manner consistent with the preservation of capital. Realization of income is
not a significant investment consideration and any income realized on the
Fund's investments will be incidental to its primary objective.

SELECT GROWTH FUND seeks to achieve long-term growth of capital by
investing in a diversified portfolio consisting primarily of common stocks
selected on the basis of their long-term growth potential.

SELECT GROWTH AND INCOME FUND seeks a combination of long-term growth of
capital and current income. The Fund will invest primarily in
dividend-paying common stocks and securities convertible into common stocks.

SELECT INCOME FUND seeks a high level of current income. The Fund will
invest primarily in investment grade, fixed-income securities.

MONEY MARKET FUND seeks to obtain maximum current income consistent with
preservation of capital and liquidity.

Currently, shares of each Fund may only be purchased by separate accounts
("Separate Accounts") established by First Allmerica Financial Life Insurance
Company ("First Allmerica") or Allmerica Financial Life Insurance and Annuity
Company ("Allmerica Life"), a subsidiary of First Allmerica, for the purpose of
funding variable annuity contracts and variable life insurance policies issued
by First Allmerica or Allmerica Life. The prospectus for the Separate Accounts
should be read in conjunction with this Prospectus.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor ought to know before investing. Certain additional
information is contained in a Statement of Additional Information ("SAI") dated
April 29, 1996, which has been filed with the Securities and Exchange
Commission, is incorporated herein by reference and is available upon request,
without charge, from Allmerica Investments, Inc. ("Distributor"), 440 Lincoln
Street, Worcester, MA 01653, (508) 855-1000.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Dated April 29, 1996

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
FINANCIAL HIGHLIGHTS...................................................... 3
HOW ARE THE FUNDS MANAGED?................................................ 7
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?.......................... 8
Select International Equity Fund........................................ 8
Select Aggressive Growth Fund........................................... 9
Select Capital Appreciation Fund........................................ 10
Select Growth Fund...................................................... 11
Select Growth and Income Fund........................................... 12
Select Income Fund...................................................... 13
Money Market Fund....................................................... 14
MANAGEMENT FEES AND EXPENSES.............................................. 15
FUND MANAGER INFORMATION.................................................. 17
HOW ARE SHARES VALUED?.................................................... 19
TAXES AND DISTRIBUTIONS TO SHAREHOLDERS................................... 19
SALE AND REDEMPTION OF SHARES............................................. 20
HOW IS PERFORMANCE DETERMINED?............................................ 20
ORGANIZATION AND CAPITALIZATION OF THE TRUST.............................. 21
INVESTMENT RESTRICTIONS................................................... 21
CERTAIN INVESTMENT STRATEGIES AND POLICIES................................ 22
APPENDIX.................................................................. 28
</TABLE>

2
<PAGE>
FINANCIAL HIGHLIGHTS

The following financial highlights have been audited by Price Waterhouse
LLP, independent accountants of the Trust. This information should be read in
conjunction with the financial statements and notes thereto which appear in the
Policyholders' Annual Report ("Annual Report") for the year ended December 31,
1995 and which are incorporated by reference in the Funds' SAI. Further
information about the performance of the Trust is contained in the Annual Report
which may be obtained without charge from the Trust, 440 Lincoln Street,
Worcester, MA 01653, (508) 855-1000.

3
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
SELECT INTERNATIONAL
EQUITY FUND SELECT AGGRESSIVE GROWTH FUND
------------------------- ------------------------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
------------------------- ------------------------------------------------
1995 1994 (1) 1995 1994 1993 1992 (2)
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 0.963 $ 1.000 $ 1.397 $ 1.431 $ 1.197 $ 1.000
--------- --------- --------- --------- --------- ---------
Income from Investment Operations:
Net investment income (loss).......... 0.013 0.003(A) (0.001) (0.002) 0.001(B) 0.001(B)
Net realized and unrealized gain
(loss) on investments................ 0.176 (0.038) 0.452 (0.032) 0.234 0.197
--------- --------- --------- --------- --------- ---------
Total from Investment Operations.... 0.189 (0.035) 0.451 (0.034) 0.235 0.198
--------- --------- --------- --------- --------- ---------

Less Distributions:
Dividends from net investment
income............................... (0.011) (0.001) -- -- (0.001) (0.001)
--------- --------- --------- --------- --------- ---------
Distributions from net realized
capital gains........................ (0.005) (0.001) -- -- -- --
--------- --------- --------- --------- --------- ---------
Total Distributions................. (0.016) (0.002) -- -- (0.001) (0.001)
--------- --------- --------- --------- --------- ---------
Net increase (decrease) in net asset
value.................................. 0.173 (0.037) 0.451 (0.034) 0.234 0.197
--------- --------- --------- --------- --------- ---------
Net Asset Value, End of year............ $ 1.136 $ 0.963 $ 1.848 $ 1.397 $ 1.431 $ 1.197
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
Total Return (E)........................ 19.63% (3.49)%* 32.28% (2.31)% 19.51% 19.85%*

Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $104,312 $ 40,498 $254,872 $136,573 $ 66,251 $ 9,270

Ratios to average net assets:
Net investment income (loss).......... 1.68% 0.87%+ (0.07)% (0.21)% 0.10% 0.34%+
Operating expenses.................... 1.24% 1.50%+(A) 1.09% 1.16% 1.19%(B) 1.35%+(B)
Gross management fee.................. 1.00% 1.00%+ 1.00% 1.00% 1.00% N/A
Net management fee.................... 1.00% 0.72%+ 1.00% 1.00% 0.96% N/A
Portfolio Turnover Rate................. 24% 19% 104% 100% 76% 33%

<CAPTION>
SELECT
CAPITAL
APPRECIATION SELECT GROWTH FUND
FUND ------------------------------------------------
------------
PERIOD ENDED YEAR ENDED DECEMBER 31,
DECEMBER 31, ------------------------------------------------
1995 (3) 1995 1994 1993 1992 (2)
------------ --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 1.000 $ 1.099 $ 1.119 $ 1.111 $ 1.008
------------ --------- --------- --------- ---------
Income from Investment Operations:
Net investment income (loss).......... (0.001)(C) -- 0.003 0.001(D) 0.001(D)
Net realized and unrealized gain
(loss) on investments................ 0.397 0.270 (0.020) 0.008 0.111
------------ --------- --------- --------- ---------
Total from Investment Operations.... 0.396 0.270 (0.017) 0.009 0.112
------------ --------- --------- --------- ---------
Less Distributions:
Dividends from net investment
income............................... -- -- (0.003) (0.001) (0.001)
------------ --------- --------- --------- ---------
Distributions from net realized
capital gains........................ (0.027) -- -- -- --
------------ --------- --------- --------- ---------
Total Distributions................. (0.027) -- (0.003) (0.001) (0.001)
------------ --------- --------- --------- ---------
Net increase (decrease) in net asset
value.................................. 0.369 0.270 (0.020) 0.008 0.111
------------ --------- --------- --------- ---------
Net Asset Value, End of year............ $ 1.369 $ 1.369 $ 1.099 $ 1.119 $ 1.111
------------ --------- --------- --------- ---------
------------ --------- --------- --------- ---------
Total Return (E)........................ 39.56%* 24.59% (1.49)% 0.84% 11.25%*
Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $ 41,376 $143,125 $ 88,263 $ 53,854 $ 9,308
Ratios to average net assets:
Net investment income (loss).......... (0.25)%+ 0.02% 0.37% 0.15% 0.40%+
Operating expenses.................... 1.35%+(C) 0.97% 1.03% 1.05%(D) 1.20%+(D)
Gross management fee.................. 1.00%+ 0.85% 0.85% 0.85% N/A
Net management fee.................... 0.93%+ 0.85% 0.85% 0.82% N/A
Portfolio Turnover Rate................. 95% 51% 55% 65% 3%
</TABLE>

- ----------------------------------

+ Annualized.

* Not Annualized.

(1) The Fund commenced operations on May 2, 1994.

(2) The Fund commenced operations on August 21, 1992.

(3) The Fund commenced operations on April 28, 1995.

(D) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1993 and 1992 were $0.001 and 1.08% and $0.000 and 1.72% (annualized),
respectively.

(E) Total Return does not reflect fees charged on the Separate Account level.
Refer to the prospectus of the specific insurance product for such fee
information.

See Notes to Financial Statements

4
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
SELECT GROWTH AND INCOME FUND
------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------
1995 1994 1993 1992 (1)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 1.027 $ 1.069 $ 0.990 $ 1.000
--------- --------- --------- ---------
Income from Investment Operations:
Net investment income................. 0.019 0.025 0.023(A) 0.008(A)
Net realized and unrealized gain
(loss) on investments................ 0.290 (0.018) 0.079 (0.009)
--------- --------- --------- ---------
Total from Investment Operations.... 0.309 0.007 0.102 (0.001)
--------- --------- --------- ---------

Less Distributions:
Dividends from net investment
income............................... (0.019) (0.025) (0.023) (0.008)
Distributions from net realized
capital gains........................ (0.049) (0.017) -- (0.001)
Distributions in excess............... -- (0.007)(2) -- --
--------- --------- --------- ---------
Total Distributions................. (0.068) (0.049) (0.023) (0.009)
--------- --------- --------- ---------
Net increase (decrease) in net asset
value.................................. 0.241 (0.042) 0.079 (0.010)
--------- --------- --------- ---------
Net Asset Value, End of year............ $ 1.268 $ 1.027 $ 1.069 $ 0.990
--------- --------- --------- ---------
--------- --------- --------- ---------
Total Return (C)........................ 30.32% 0.73% 10.37% (0.11)%*

Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $191,610 $110,213 $ 60,518 $ 7,302

Ratios to average net assets:
Net investment income................. 1.69% 2.51% 2.73% 3.20%+
Operating expenses.................... 0.85% 0.91% 0.99%(A) 1.10%+(A)
Gross management fee.................. 0.75% 0.75% 0.75% N/A
Net management fee.................... 0.75% 0.75% 0.71% N/A
Portfolio Turnover Rate................. 112% 107% 25% 4%

<CAPTION>
SELECT INCOME FUND
------------------------------------------------

YEAR ENDED DECEMBER 31,
------------------------------------------------
1995 1994 1993 1992 (1)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 0.930 $ 1.035 $ 0.988 $ 1.000
--------- --------- --------- ---------
Income from Investment Operations:
Net investment income................. 0.060 0.055(B) 0.052(B) 0.018(B)
Net realized and unrealized gain
(loss) on investments................ 0.095 (0.105) 0.055 (0.012)
--------- --------- --------- ---------
Total from Investment Operations.... 0.155 (0.050) 0.107 0.006
--------- --------- --------- ---------
Less Distributions:
Dividends from net investment
income............................... (0.060) (0.055) (0.052) (0.018)
Distributions from net realized
capital gains........................ -- -- (0.008) --
Distributions in excess............... (0.001)(3) -- -- --
--------- --------- --------- ---------
Total Distributions................. (0.061) (0.055) (0.060) 0.018)
--------- --------- --------- ---------
Net increase (decrease) in net asset
value.................................. 0.094 (0.105) 0.047 (0.012)
--------- --------- --------- ---------
Net Asset Value, End of year............ $ 1.024 $ 0.930 $ 1.035 $ 0.988
--------- --------- --------- ---------
--------- --------- --------- ---------
Total Return (C)........................ 16.96% (4.82)% 10.95% 0.62%*
Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $ 60,368 $ 40,784 $ 25,302 $ 5,380
Ratios to average net assets:
Net investment income................. 6.24% 6.07% 5.91% 5.38%+
Operating expenses.................... 0.79%(B) 0.83%(B) 0.91%(B) 1.00%(B)+
Gross management fee.................. 0.60% 0.60% 0.60% N/A
Net management fee.................... 0.59% 0.58% 0.43% N/A
Portfolio Turnover Rate................. 131% 105% 171% 119%
</TABLE>

- ----------------------------------

+ Annualized.

* Not Annualized.

(1) The Fund commenced operations on August 21, 1992.

(2) Represents distributions in excess of net realized capital gains.

(3) Represents distributions in excess of net investment income.

(A) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1993 and 1992 were $0.023 and 1.03% and $0.005 and 2.37% (annualized),
respectively.

(B) Net investment income per share and the operating expense ratios before
reimbursement of fees by the investment adviser for the years ended December
31, 1995, 1994, 1993 and 1992 were $0.060 and 0.80%, $0.055 and 0.85%,
$0.050 and 1.08% and $0.015 and 1.67% (annualized), respectively.

(C) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

See Notes to Financial Statements

5
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
MONEY MARKET FUND
-------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
-------- ------- ------- ------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of year................... $ 1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $ 1.000 $ 1.000
Income from Investment
Operations:
Net investment income.... 0.057 0.039 0.030(A) 0.037 0.060 0.078 0.086 0.071(B) 0.061(A) 0.058(A)
Net realized and
unrealized gain (loss)
on investments.......... -- -- -- -- -- -- -- -- -- --
-------- ------- ------- ------- ------- ------- ------- ------- -------- --------
Total from Investment
Operations............ 0.057 0.039 0.030 0.037 0.060 0.078 0.086 0.071 0.061 0.058
-------- ------- ------- ------- ------- ------- ------- ------- -------- --------

Less Distributions:
Dividends from net
investment income....... (0.057) (0.039) (0.030) (0.037) (0.060) (0.078) (0.086) (0.071) (0.061) (0.058)
Distributions from net
realized capital gains.. -- -- -- -- -- -- -- -- -- --
-------- ------- ------- ------- ------- ------- ------- ------- -------- --------
Total Distributions...... (0.057) (0.039) (0.030) (0.037) (0.060) (0.078) (0.086) (0.071) (0.061) (0.058)
-------- ------- ------- ------- ------- ------- ------- ------- -------- --------
Net increase (decrease) in
net asset value........... -- -- -- -- -- -- -- -- -- --
-------- ------- ------- ------- ------- ------- ------- ------- -------- --------
Net Asset Value, End of
year...................... $ 1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $ 1.000 $ 1.000
-------- ------- ------- ------- ------- ------- ------- ------- -------- --------
-------- ------- ------- ------- ------- ------- ------- ------- -------- --------
Total Return (B)........... 5.84% 3.93% 3.00% 3.78% 6.22% 8.17% 9.07% 7.3%* 6.2%* 6.1%*

Ratios/Supplemental Data:
Net Assets, End of year
(000's)................... $155,211 $95,991 $71,052 $64,506 $39,909 $28,330 $12,060 $7,156 $ 4,726 $ 833

Ratios to average net
assets:
Net investment income.... 5.68% 3.94% 2.95% 3.65% 5.98% 8.22% 8.62% 7.13% 6.14% 5.87%
Operating expenses....... 0.36% 0.45% 0.42%(A) 0.44% 0.43% 0.42% 0.58% 0.60%(A) 0.60%(A) 0.60%(A)
Gross management fee..... 0.29% 0.31% 0.32% N/A N/A N/A N/A N/A N/A N/A
Net management fee....... 0.29% 0.31% 0.31% N/A N/A N/A N/A N/A N/A N/A
</TABLE>

- ----------------------------------

* Unaudited

(A) Net investment income per share and the operating expense ratio before
reimbursement of fees by the investment adviser for the years ended December
31, 1993, 1988, 1987, and 1986 were $0.030 and 0.43%, $0.084* and 0.71%,
$0.076* and 0.75% and $0.116 and 1.20%, respectively.

(B) Total Return does not reflect fees charged on the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

See Notes to Financial Statements

6
<PAGE>
HOW ARE THE FUNDS MANAGED?

The overall responsibility for the supervision of the affairs of the Trust
vests in the Board of Trustees of the Trust who meet on a quarterly basis.
Allmerica Investment Management Company, Inc. (the "Manager") is responsible for
the management of the Trust's day-to-day business affairs and has general
responsibility for the management of the investments of the Funds. The Manager,
at its expense, has contracted with certain Sub-Advisers to manage the
investments of the Funds subject to the requirements of the Investment Company
Act of 1940 (the "1940").

The Manager has entered into Sub-Adviser Agreements for the management of
the investments of each of the Funds. The Sub-Advisers, who have been selected
on the basis of various factors, including management experience, investment
techniques and staffing, are each authorized to engage in portfolio transactions
on behalf of the applicable Funds subject to such general or specific
instructions as may be given by the Trustees and/or the Manager. The terms of a
Sub-Adviser Agreement cannot be materially changed without the approval of a
majority interest of the shareholders of the affected Fund. The Sub-Advisers
have been selected by the Manager and Trustees in consultation with Rogers,
Casey & Associates ("Rogers, Casey"), a leading pension consulting firm. The
cost of such consultation is borne by the Manager.

Ongoing performance of the independent Sub-Advisers is monitored and
evaluated by a committee whose members may include senior officers of First
Allmerica, its affiliates or the Manager and an independent consultant.
Combined, the committee has over 150 years of investment experience. Historical
performance data for all Funds is set forth in the "Financial Highlights" tables
starting on Page 3. The Manager is solely responsible for the payment of all
fees to the Sub-Advisers. The Sub-Advisers for each of the Funds are as follows:

<TABLE>
<S> <C>
Select International Equity Fund Bank of Ireland Asset Management (U.S.)
Limited
Select Aggressive Growth Fund Nicholas-Applegate Capital Management
Select Capital Appreciation Fund Janus Capital Corporation
Select Growth Fund Provident Investment Counsel
Select Growth and Income Fund John A. Levin & Co., Inc.
Select Income Fund Standish, Ayer & Wood, Inc.
Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

7
<PAGE>
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?

Each Fund other than the Money Market Fund may invest up to 15% of its
assets in securities which are illiquid because they are subject to restriction
on resale or for which market quotations are not readily available. The Select
Aggressive Growth Fund, Select Growth Fund, Select Growth and Income Fund, and
Select Income Fund may each invest up to 25% of its assets in foreign securities
(not including its investments in American Depositary Receipts ("ADRs")) and the
Select International Equity Fund and the Select Capital Appreciation Fund may
each invest any percentage of its assets in foreign securities. See "Certain
Investment Strategies and Policies". The Select Growth Fund and Select Growth
and Income Fund each may invest up to 35% of its assets in fixed-income
securities, including not more than 15% in lower-rated securities, commonly
known as "junk bonds." The Select Capital Appreciation Fund may invest up to 35%
of its assets in such lower-rated securities. Fixed-income securities rated in
the fourth highest grade by Moody's Investors Service, Inc. ("Moody's") or
Standard & Poor's Ratings Service, a division of McGraw-Hill Companies, Inc.
("S&P"), (Baa and BBB, respectively) are investment grade but are considered to
have some speculative characteristics. Lower-rated securities or "junk bonds"
(rated Ba/BB or lower) involve the risks discussed under "Certain Investment
Strategies and Policies".

SELECT INTERNATIONAL EQUITY FUND

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 24%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

8
<PAGE>
SELECT AGGRESSIVE GROWTH FUND

SUB-ADVISER: Nicholas-Applegate Capital Management ("NACM") serves as
Sub-Adviser to the Select Aggressive Growth Fund. NACM is an investment manager
supervising accounts with assets totaling approximately $29 billion in total
assets as of December 31, 1995. NACM's clients are primarily major corporate
employee benefit funds, public employee retirement plans, foundations and
endowment funds, investment companies and individuals. Founded in 1984, NACM is
located at 600 West Broadway, Suite 2900, San Diego, California 92101.

The selection of securities is made solely on the basis of their potential
for capital appreciation. Dividend and interest income, if any, from portfolio
securities is incidental to the Fund's investment objective. While investments
may be made in well-known and established companies, a significant portion of
the Fund's investments is expected to be in securities of newer and relatively
unseasoned companies or companies which represent new or changing industries.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 104%. The portfolio turnover rate was 104% because the
Sub-Adviser's investment approach typically results in above-average portfolio
turnover as securities are sold when the Sub-Adviser believes the reasons for
their initial purchase are no longer valid or when it believes that the sale of
a security owned by the Fund and the purchase of another security can enhance
return. A security may be sold to avoid a prospective decline in market value or
purchased in anticipation of a market rise. Although it is not possible to
predict future portfolio turnover rates accurately, and such rates may vary
greatly from year to year, NACM anticipates that the annual portfolio turnover
generally will not exceed 100%. A high portfolio turnover rate will likely
result in greater brokerage costs to the Fund.

9
<PAGE>
SELECT CAPITAL APPRECIATION FUND

Although the Fund normally invests primarily in common stocks, the Fund's
cash position may increase when the Sub-Adviser is unable to locate investment
opportunities with desirable risk/ reward characteristics. The Fund also may
invest in preferred stocks, warrants, government securities, corporate bonds and
debentures, high-grade commercial papers, certificates of deposit, other debt
securities or repurchase agreement or reverse repurchase agreements when the
Sub-Adviser perceives an opportunity for capital growth from such securities or
so that the Fund may receive a return on its idle cash. The Fund also may invest
in debt securities rated below investment grade, which involve risks discussed
under "Certain Investment Strategies and Policies." When the Fund invests in

10
<PAGE>
such securities, investment income will increase and may constitute a large
portion of the return realized by the Fund and the Fund probably will not
participate in market advances or declines to the extent that it would if it
remained fully invested in common stocks.

SELECT GROWTH FUND

SUB-ADVISER: Provident Investment Counsel ("PIC") serves as Sub-Adviser to
the Select Growth Fund. PIC has been an investment manager for over 40 years. As
of December 31, 1995, PIC had assets under management of approximately $18
billion. PIC provides investment advisory services to major corporate retirement
plans, public employee retirement plans, investment companies and foundation and
endowment funds. PIC, located at 300 North Lake Avenue, Pasadena, California
91101, is a wholly owned subsidiary of United Asset Management Corporation, a
Boston-based professional services holding company listed on the New York Stock
Exchange.

INVESTMENT POLICIES: The Select Growth Fund seeks to attain its objective
by investing in securities of companies that appear to have favorable long-term
growth characteristics. Potential for long-term growth is the determinative
factor in the selection of portfolio securities. Although the Fund may invest in
dividend-paying stocks, the generation of current income is not an objective of
the Fund. Any income that is received is incidental to the Fund's objective of
long-term growth of capital. When choosing securities for the portfolio, the
Sub-Adviser focuses on companies that display strong financial characteristics
and earnings growth potential.

At least 65% of the Fund's assets under normal conditions will consist of
growth-oriented common stocks. The Fund may invest in common stock of large
well-known companies as well as smaller growth companies, which generally
include companies with a market capitalization of $500 million or less ("Smaller
Growth Companies"). The stocks of Smaller Growth Companies may involve a higher
degree of risk than other types of securities and the price movement of such
securities can be expected to be more volatile than is the case of the market as
a whole. The Fund may hold stocks traded on one or more of the national
exchanges as well as in the over-the-counter markets. Because opportunities for
capital growth may exist not only in new and expanding areas of the economy but
also in mature and cyclical industries, the Fund's portfolio investments are not
limited to any particular type of company or industry. The Fund may also
purchase convertible bonds and preferred stocks, warrants and debt securities if
the Fund's Sub-Adviser believes they would help achieve the Fund's objective of
long-term growth.

The Fund may invest up to 35% of its assets in both higher-rated and
lower-rated fixed-income securities in seeking its objective of long-term growth
of capital. The dollar average weighted maturity

11
<PAGE>
of the Fund's fixed-income securities will vary depending on, among other
things, current market conditions. The Fund may invest up to 15% of its assets
in lower-rated securities, commonly known as "junk bonds", which involve risks
discussed under "Certain Investment Strategies and Policies." For more
information concerning the rating categories of corporate debt securities see
the Appendix to the Prospectus.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 51%. The portfolio turnover for the Fund may vary greatly from year
to year.

SELECT GROWTH AND INCOME FUND

SUB-ADVISER: John A. Levin & Co., Inc. ("JAL") serves as Sub-Adviser to the
Select Growth and Income Fund. JAL was founded as a Delaware corporation in
1982. Currently, shares of the corporation are held by six key employees. The
firm had approximately $5.6 billion in assets under management as of December
31, 1995. JAL's clients include U.S. and foreign individuals and their related
trust and charitable organizations; pooled funds for individuals and university
endowments; and pension and profit sharing funds. JAL has entered into a merger
agreement whereby JAL will become wholly owned by Baker, Fentress & Company, a
non-diversified closed-end management investment company, registered under the
1940 Act. It is contemplated the merger will be completed prior to the end of
1996.

INVESTMENT POLICIES: To achieve its objective of long-term growth of
capital and current income, the Select Growth and Income Fund will invest
primarily in dividend-paying common stocks and securities convertible into
common stocks. It may invest in a wide range of equity securities, consisting of
both dividend-paying and non-dividend-paying common stocks, preferred stocks,
securities convertible into common and preferred stocks and warrants. These may
include securities of large well-known companies as well as Smaller Growth
Companies. The securities of Smaller Growth Companies involve certain risks as
described above under the "Select Growth Fund". The Fund may hold securities
traded on one or more of the national exchanges as well as in the
over-the-counter markets. The Fund's portfolio investments are not limited to
any particular type of company or industry. The Fund may purchase individual
stocks not presently paying dividends which offer opportunities for capital
growth or future income provided that the Sub-Adviser believes the overall
portfolio is appropriately positioned to achieve its income objective. To
achieve current income, the Fund may invest up to 35% of its assets in both
higher-rated and lower-rated fixed-income securities, including not more than
15% in lower-rated securities, commonly known as "junk bonds". In certain
circumstances, fixed-income securities may be purchased by the Fund for
long-term growth potential. (However, the Fund expects to have substantially
less than 35% of its assets invested in fixed-income securities in most
circumstances.) Lower-rated fixed-income securities involve risks discussed
under "Certain Investment Strategies and Policies". For more information
concerning the rating categories of corporate debt securities see the Appendix
to the Prospectus. The dollar average weighted maturity

12
<PAGE>
of the Fund's fixed-income securities will vary depending on, among other
things, current market conditions. Purchases and sales of portfolio securities
are made at such times and in such amounts as deemed advisable in light of
market, economic and other conditions.

When the Sub-Adviser determines that market conditions warrant a temporary
defensive position, the Fund may invest without limitation in high-grade,
fixed-income securities, U.S. Government securities, or hold assets in cash or
cash equivalents. To the extent the Fund is so invested it is not achieving its
objective to the same degree as under normal conditions. The Fund may, for
hedging purposes, engage in the options and futures strategies described under
"Certain Investment Strategies and Policies". There can, of course, be no
assurance of growth of capital and because the Fund invests a substantial
portion of its assets in common stocks and other securities which fluctuate in
value, there is substantial risk of market decline. The Fund's Sub-Adviser seeks
to minimize this risk through detailed analyses of financial markets and issuers
of equity securities and through investment in a diversified portfolio of such
securities.

For the fiscal year ended December 31, 1995, the portfolio turnover for the
Fund was 112%. The portfolio turnover rate exceeded 100% because the Sub-Adviser
believes that as securities it has purchased achieve appropriate valuation,
selling enhances return and reduces risk. The portfolio turnover rate for the
Fund may vary greatly from year to year. A high portfolio turnover rate will
likely result in greater brokerage costs to the Fund.

SELECT INCOME FUND

INVESTMENT OBJECTIVE: The Select Income Fund seeks a high level of current
income. The Fund will invest primarily in investment grade, fixed-income
securities.

SUB-ADVISER: Standish, Ayer & Wood, Inc. ("SAW") serves as Sub-Adviser to
the Select Income Fund. SAW was founded in 1933 to provide investment management
services to high net worth individuals and institutions. As of December 31,
1995, total client assets exceeded $29.4 billion. SAW manages fixed-income
portfolios for major corporate and governmental pension plans, financial
institutions and endowment and foundation funds. Through its affiliate, Standish
International Investment Management Company, L.P., SAW offers international
investment services. SAW is an independent investment counseling firm owned by
its twenty-three directors who are active with the firm. SAW is located at One
Financial Center, Boston, Massachusetts 02111.

INVESTMENT POLICIES: Under normal circumstances, at least 65% of the Select
Income Fund's assets, at the time of investment, will be invested in investment
grade corporate debt securities and securities issued or guaranteed as to
principal or interest by the U.S. Government or its agencies or
instrumentalities. Investment grade corporate debt securities are: (a) assigned
a rating within the four highest grades (Baa/BBB or higher) by either Moody's or
S&P; (b) equivalently rated by another nationally recognized statistical rating
organization ("NRSRO"); or (c) unrated securities but determined by the
Sub-Adviser to be of comparable quality. Securities rated in the fourth highest
grade (rated Baa and BBB by Moody's and S&P, respectively) are considered to
have some speculative characteristics. The Fund will not invest in debt
securities rated below investment grade (Ba/BB or lower) by both Moody's and
S&P. For more information concerning the rating categories of corporate debt
securities and commercial paper, see the Appendix to the Prospectus. The types
of securities in which the Fund invests are corporate debt obligations such as
bonds, notes and debentures, and obligations convertible into common stock;
"money market" instruments, such as bankers acceptances, or negotiable
certificates of deposit issued by the 25 largest U.S. banks (in terms of
deposits); commercial paper rated Prime-1 by Moody's or A-1 by S&P; obligations
issued or guaranteed by the U.S. Government, its agencies or instrumentalities;
asset-backed securities; mortgage-backed securities) and stripped
mortgage-backed securities. The Fund may also invest in U.S. dollar obligations
of, or guaranteed by, the government of Canada or a province of Canada or any
instrumentality or political subdivision thereof, and U.S. dollar obligations of
supranational entities such as the World Bank, European Investment Bank and
African Development Bank. For more information about asset-backed securities and
mortgage-backed securities and stripped mortgage-backed securites see "Certain
Investment Strategies and Policies".

13
<PAGE>
The Fund's investments in corporate debt securities are not limited to any
particular type of company or industry. The Fund will invest in corporate debt
obligations primarily of companies having a market capitalization of more than
$500 million at the time of investment.

The Fund's dollar average weighted maturity and the mix of permitted
portfolio securities as described above will vary from time to time depending,
among other things, on current market and economic conditions and the
comparative yields on instruments in different sectors, such as corporate and
Treasuries, and with different maturities. The dollar average weighted maturity
of the portfolio, excluding money market instruments, is expected to range
between 5 and 20 years under normal market conditions. The Fund may invest up to
35% of its assets in money market instruments under normal conditions. Although
the Fund does not invest for short-term trading purposes, portfolio securities
may be sold from time to time without regard to the length of time they have
been held. The value of the Fund's portfolio securities will generally vary
inversely with changes in prevailing interest rates, declining as interest rates
rise and increasing as rates decline. The value will also be affected by other
market and economic factors. There is the risk with corporate debt securities
that the issuers may not be able to meet their obligations on interest and
principal payments.

The Fund may, for hedging purposes, engage in the options and futures
strategies described under "Certain Investment Strategies and Policies".

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 131%. The portfolio turnover rate exceeded 100% due to the need to
make significant changes in the structure of the portfolio's mortgage and
corporate bond holdings. The portfolio turnover rate for the Fund may vary from
year to year. A high portfolio turnover rate may result in greater brokerage
costs to the Fund.

MONEY MARKET FUND

INVESTMENT OBJECTIVE: The Money Market Fund seeks to obtain maximum current
income consistent with preservation of capital and liquidity.

SUB-ADVISER: Allmerica Asset Management, Inc. ("AAM") serves as Sub-Adviser
to the Money Market Fund. AAM, a wholly owned subsidiary of First Allmerica, was
incorporated in 1993 and is located at 440 Lincoln Street, Worcester,
Massachusetts 01653. As of December 31, 1995, AAM had approximately $10.85
billion in assets under management. AAM serves as investment adviser to First
Allmerica's General Account and to a number of affiliated insurance companies
and other affiliated accounts, and as Adviser for Allmerica Securities Trust, a
closed-end diversified company.

INVESTMENT POLICIES: The Money Market Fund seeks to achieve its objective
by investing in the following high quality money market instruments:

(a) Obligations issued or guaranteed by the United States Government, its
agencies or instrumentalities;

(b) Commercial paper which meets the ratings requirements as set forth in
the paragraph below;

(c) Obligations of banks or savings and loan associations (such as bankers
acceptances and certificates of deposit, including dollar-denominated
obligations of foreign branches of U.S. banks ("Eurodollars") and U.S. branches
of foreign banks if such U.S. branches are subject to state banking requirements
and Federal Reserve reporting requirements) which at the date of the investment
have deposits of at least $1 billion as of their most recently published
financial statements;

(d) Repurchase agreements with respect to obligations described under (a)
above (such obligations subject to repurchase agreement may bear maturities of
more than one year). For more information concerning repurchase agreements, see
"Certain Investment Strategies and Policies."

(e) Cash and cash equivalents.

14
<PAGE>
The Money Market Fund will not purchase any security unless (i) the security
has received the highest or second highest quality rating by at least two NRSROs
or by one NRSRO if only one has rated the security, or (ii) the security is
unrated and in the opinion of AAM as Sub-Adviser, in accordance with guidelines
adopted by the Trustees, is of a quality comparable to one of the two highest
ratings of an NRSRO. These standards must be satisfied at the time an investment
is made. If the quality of the investment later declines, the Fund may continue
to hold the investment, but the Trustees will evaluate whether the security
continues to present minimal credit risks. See the Appendix for an example of
NRSRO ratings.

The Fund will limit its portfolio investments to securities with a remaining
maturity of 397 days as of the time of purchase, in accordance with the
Trustees' guidelines. The portfolio will be managed so as to maintain a
dollar-weighted maturity of 90 days or less. In order to maximize the yield on
its assets, the Money Market Fund intends to be as fully invested at all times
as is reasonably practicable.

There is always the risk that the issuer of an instrument may be unable to
make payment upon maturity.

MANAGEMENT FEES AND EXPENSES

For the services to the Funds, the Manager receives fees computed daily at
an annual rate based on the average daily net asset value of each Fund as set
forth below:

<TABLE>
<CAPTION>
SELECT
SELECT GROWTH
SELECT SELECT CAPITAL SELECT AND SELECT MONEY
INTERNATIONAL AGGRESSIVE APPRECIATION GROWTH INCOME INCOME MARKET
EQUITY FUND GROWTH FUND FUND FUND FUND FUND FUND
------------- ----------- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Manager Fee....................... 1.00% 1.00% 1.00% 0.85% 0.75% 0.60% (1)
</TABLE>

(1) The Manager's fee for the Money Market Fund is computed daily at an annual
rate based on the average daily net asset value as set forth below:

<TABLE>
<CAPTION>
ASSETS RATE
- -------------------------------------------------- ---------
<S> <C>
First $50 Million................................. 0.35%
Next $200 Million................................. 0.25%
Over $250 Million................................. 0.20%
</TABLE>

The Manager is solely responsible for the payment of all fees to the
Sub-Advisers. The Manager pays each Sub-Adviser fees computed daily at an annual
rate based on the average daily net asset

15
<PAGE>
value of each Fund as set forth below. In certain Funds, Sub-Adviser fees vary
according to the level of assets in such Funds, which will reduce the fees paid
by the Manager as Fund assets grow but will not reduce the operating expenses of
such Funds.

<TABLE>
<CAPTION>
SELECT
SELECT GROWTH
SELECT SELECT CAPITAL SELECT AND SELECT MONEY
INTERNATIONAL AGGRESSIVE APPRECIATION GROWTH INCOME INCOME MARKET
EQUITY FUND GROWTH FUND FUND FUND FUND FUND FUND
------------- ----------- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Sub-Adviser Fee................... (2) 0.60% (3) (4) (5) 0.20% 0.10%
</TABLE>

(2) For its services, BIAM will receive a fee computed daily at an annual rate
based on the average daily net assets of the Select International Equity
Fund under the following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- -------------------------------------------------- ---------
<S> <C>
First $50 Million................................. 0.45%
Next $50 Million.................................. 0.40%
Over $100 Million................................. 0.30%
</TABLE>

(3) For its services, JCC will receive a fee computed daily at an annual rate
based on the average daily net assets of the Select Capital Appreciation
Fund, under the following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- -------------------------------------------------- ---------
<S> <C>
First $100 Million................................ 0.60%
Over $100 Million................................. 0.55%
</TABLE>

(4) For its services, PIC will receive a fee computed daily at an annual rate
based on the average daily net assets of the Select Growth Fund under the
following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- -------------------------------------------------- ---------
<S> <C>
First $50 Million................................. 0.50%
Next $100 Million................................. 0.45%
Next $100 Million................................. 0.35%
Next $100 Million................................. 0.30%
Over $350 Million................................. 0.25%
</TABLE>

(5) For its services, JAL will receive a fee computed daily at an annual rate
based on the average daily net assets of the Select Growth Fund under the
following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- -------------------------------------------------- ---------
<S> <C>
First $100 Million................................ 0.40%
Next $200 Million................................. 0.25%
Over $300 Million................................. 0.30%
</TABLE>

For the fiscal year ended December 31, 1995, the Funds paid the Manager
gross fees before reimbursement at a rate based on the Funds' average daily net
assets under the following schedule:

<TABLE>
<CAPTION>
FUND RATE
- -------------------------------------------------- ---------
<S> <C>
Select International Equity Fund.................. 1.00%
Select Aggressive Growth Fund..................... 1.00%
Select Capital Appreciation Fund.................. 1.00%+
Select Growth Fund................................ 0.85%
Select Growth and Income Fund..................... 0.75%
Select Income Fund................................ 0.60%
Money Market Fund................................. 0.29%
</TABLE>

+ Annualized

16
<PAGE>

The following table shows voluntary expense limitations which the Manager
has declared for each Fund and the operating expenses incurred for the fiscal
year ended December 31, 1995 for each Fund:

<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE DAILY NET ASSETS
----------------------------------------
VOLUNTARY EXPENSE
FUND LIMITATIONS OPERATING EXPENSES
- ------------------------------------------------------- ----------------- ---------------------
<S> <C> <C>
Select International Equity Fund....................... 1.50% 1.24%
Select Aggressive Growth Fund.......................... 1.35% 1.09%
Select Capital Appreciation Fund....................... 1.35% 1.35%+*
Select Growth Fund..................................... 1.20% 0.97%
Select Growth and Income Fund.......................... 1.10% 0.85%
Select Income Fund..................................... 1.00% 0.79%*
Money Market Fund...................................... 0.60% 0.36%
</TABLE>

+ Annualized

* After reimbursements and reductions

The Manager will voluntarily reimburse its fees and any expenses above the
expense limitations. The expense limitations are voluntary but will remain in
effect through the end of the first full fiscal year that a Fund has been in
operation. The expense limitations may be removed at any time thereafter,
without prior notice to existing shareholders (although the Prospectus will be
revised accordingly). For the year ended December 31, 1995, the Manager
voluntarily agreed to reimburse the Select Capital Appreciation Fund and Select
Income Fund in the amounts of $8,720 and $2,547, respectively. The Manager
reserves the right to recover from a Fund any fees, within a current fiscal year
period, which were reimbursed in that same year to the extent that total annual
expenses did not exceed the applicable expense limitation. Non-recurring and
extraordinary expenses are generally excluded in the determination of expense
ratios of the Funds for purposes of determining any required expense
reimbursement. Quotations of yield or total return for any period when an
expense limitation is in effect will be greater than if the limitation had not
been in effect.

FUND MANAGER INFORMATION

The following individuals are primarily responsible for the day-to-day
management of the particular Funds as indicated below:

The following portfolio managers are involved in the investment process
utilized for the SELECT INTERNATIONAL EQUITY FUND:

Denis Donovan, Director Portfolio Management, received an MBA from
University College Dublin. Prior to joining Bank of Ireland in 1985, he spent
more than thirteen years in the money market and foreign exchange operations of
the Central Bank of Ireland, the Irish equivalent of the U.S. Federal Reserve.
He has overall responsibility for the portfolio management function for all of
BIAM's client base.

Geraldine Deighan, an economics graduate of Trinity College, Dublin, with an
MBA from University College, Dublin. She joined Bank of Ireland in 1987.

John O'Callaghan, is a graduate of Trinity College, Dublin and is a
Chartered Financial Analyst. He joined Bank of Ireland in 1987.

Peter Wood, joined Bank of Ireland in 1985 after spending five years with
another leading investment management firm. He is responsible for portfolio
construction.

17
<PAGE>
The following individuals have served as members of a committee of fund
managers for the SELECT AGGRESSIVE GROWTH FUND since March 1994, with the
exception of Mr. Nicholas, who has served as a fund manager since the Fund's
inception in August 1992:

Arthur E. Nicholas, Partner and Chief Investment Officer at NACM, is the
co-founder of NACM. Prior to NACM, Mr. Nicholas was Managing Director and Chief
Investment Officer of Pacific Century Advisers. He was also associated with
Security Pacific Bank for over two years and with San Diego Trust & Savings Bank
for ten years.

Lawrence S. Speidell is a Partner and Director of Global/Systematic
Portfolio Management at NACM. Prior to joining NACM in 1994, Mr. Speidell spent
ten years with Batterymarch Financial Management ("Batterymarch"). He was also
Senior Vice President and Portfolio Manager at Putnam Management Company from
1971 to 1983.

John J. Kane, Senior Portfolio Manager, Global at NACM, has twenty-six years
of economic/ investment experience. Prior to NACM, Mr. Kane was employed by ARCO
Investment Management company and General Electric Company.

Craig R. Occhialini, Vice President and Portfolio Manager, is a member of
the domestic portfolio management and research group at NACM. Prior to joining
NACM in 1991, Mr. Occhialini was employed by Wilshire Associates. Mr. Occhialini
has six years of investment experience.

The following individual has served as fund manager for the SELECT CAPITAL
APPRECIATION FUND since the Fund's inception in April 1995:

James P. Goff joined JCC in 1988 and has managed the Janus Enterprise Fund
since 1992 and has co-managed the Janus Venture Fund since December 1993. Mr.
Goff is a Chartered Financial Analyst.

The following individuals have served as members of a committee of fund
managers for the SELECT GROWTH FUND since the Fund's inception in August 1992,
with the exception of Mr. Powers, who has served on the committee since June
1994:

Jeffrey J. Miller, Managing Director, has been with PIC for over twenty
years and is a Chartered Financial Analyst and a Chartered Investment Counselor.

Larry D. Tashjian, Managing Director, has over fourteen years of investment
management experience, ten of which have been with PIC, Mr. Powers was a member
of the Interest Rate Swaps Group for a major West Coast bank.

Michael W. Powers, Senior Vice President, has been with PIC since 1991 and
is a Chartered Financial Analyst. Prior to joining PIC, Mr. Powers was a member
of the Interest Rate Swaps Group for a major West Coast bank.

The following individuals have served as members for a committee of fund
managers for the SELECT GROWTH AND INCOME FUND since September 1994:

John A. Levin, President, has been with JAL since 1982 and has thirty-two
years investment experience.

Melody L. Prenner Sarnell, Securities Analyst, has been with JAL since 1984.
Prior to joining JAL, Ms. Sarnell was employed by John M. Blewer, Inc.

Jeffrey A. Kigner, Securities Analyst, has been with JAL since 1984. Prior
to 1984, Mr. Kigner was employed by Carlin & Co.

18
<PAGE>
The following individuals have served as members of a committee of fund
managers for the SELECT INCOME FUND since the Fund's inception in August 1992:

Edward H. Ladd, Chairman and Managing Director, joined SAW in 1962 and is
the firm's economist. He also assists clients in establishing investment
strategies. Mr. Ladd is a Director of the Federal Reserve Bank of Boston, New
England Electric System, Greylock Management and Harvard Management Corporation
and a member of SAW's Executive Committee.

George W. Noyes, President and Managing Director, joined SAW in 1970 and
directs bond policy formulation and manages institutional bond portfolios as
SAW. Mr. Noyes is Vice Chairman of the ICFA Research Foundation and serves on
SAW's Executive Committee.

Dolores S. Driscoll, Managing Director, joined SAW in 1974 and manages
fixed-income portfolios with specific emphasis on mortgage pass-throughs and
original issue discount bonds. Ms. Driscoll also serves on SAW's Executive
Committee.

Richard C. Doll, Manager, joined SAW in 1984 and is a portfolio manager with
research responsibilities in convertible bonds. Prior to joining SAW, Mr. Doll
was a Vice President with the Bank of New England.

Maria D. Furman, Vice President and Director, joined SAW in 1976 and is head
of the tax-exempt area and manages insurance and pension fund accounts. Ms.
Furman currently serves on SAW's Executive Committee.

HOW ARE SHARES VALUED?

The net asset value of the shares of each Fund is determined once daily as
of the close of the New York Stock Exchange (the "Exchange") on each day on
which the Exchange is open for trading.

Equity securities are valued on the basis of their market value, if market
quotations are readily available. In other cases they are valued at their fair
value as determined in good faith by the Trustees, although the actual
calculations may be made by persons acting pursuant to the direction of the
Trustees. Debt securities (other than short-term obligations) are normally
valued on the basis of valuations formulated by a pricing service which utilizes
data processing methods to determine valuations for normal, institutional-size
trading units of such securities. Such methods include the use of market
transactions for comparable securities and various relationships between
securities which are generally recognized by institutional traders. All
securities of the Money Market Fund are valued at amortized cost. Debt
obligations in the other Funds having a remaining maturity of 60 days or less
are valued at amortized cost when it is determined that amortized cost
approximates fair value. Short-term obligations of the other Funds having a
remaining maturity of more than 60 days are marked to market based upon readily
available market quotations for such obligations or similar securities.

Unlike the Money Market Fund, which attempts to maintain a stable net asset
value, the net asset value of the other Funds will fluctuate.

TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

It is the policy of the Trust to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies, so that the Trust
will not be subject to federal income tax on any net income and any capital
gains to the extent they are distributed or are deemed to have been distributed
to shareholders. Dividends out of net investment income will be declared and
paid quarterly in the case of the Select Growth and Income Fund and Select
Income Fund; annually in the case of the Select International Equity Fund,
Select Aggressive Growth Fund, Select Capital Appreciation Fund and Select
Growth Fund; and daily in the case of the Money Market Fund. Distributions of
net capital gains, if any, for the year are made annually. All dividends and
capital gain distributions are applied to purchase additional Fund shares at net
asset value as of the payment date. Fund shares are

19
<PAGE>
held by the Separate Accounts and any distributions are automatically reinvested
by the Separate Account. Tax consequences to investors in the Separate Accounts
which are invested in the Trust are described in the prospectuses for such
Accounts.

SALE AND REDEMPTION OF SHARES

Shares of the Funds are sold in a continuous offering and currently may be
purchased only by Allmerica Select Separate Accounts. The Separate Accounts are
the funding mechanisms for variable annuity contracts. The Separate Accounts
invest in shares of one or more of the Funds. Shares of each Fund are sold at
their net asset value as next computed after receipt of the purchase order
without the addition of any selling commission or "sales load". The Distributor,
Allmerica Investments, Inc. at its expense, may provide promotional incentives
to dealers that sell variable annuity contracts for which the Funds serve as
investment vehicles.

Shares of the Trust are also currently being issued to Separate Accounts of
Allmerica Life, First Allmerica and subsidiaries of First Allmerica which issue
variable or group annuity policies or variable premium life insurance policies
("mixed funding"). Although neither Allmerica Life nor the Trust currently
forsees any disadvantage, it is conceivable that in the future such mixed
funding may be disadvantageous for variable or group annuity policyowners or
variable premium life insurance policyowners ("Policyowners"). The Trustees of
the Trust intend to monitor events in order to identify any conflicts that may
arise between such Policyowners and to determine what action, if any, should be
taken in response thereto. If the Trustees were to conclude that separate funds
should be established for variable annuity and variable premium life separate
accounts, Allmerica Life will pay the attendant expenses.

The Trust redeems shares of each Fund at their net asset value as next
computed after receipt of the request for redemption. The redemption price may
be more or less than the shareholder's cost. No fee is charged by the Trust on
redemption. The variable contracts funded through the Separate Accounts are sold
subject to certain fees and charges, which may include sales and redemption
charges, described in the prospectuses for such Separate Accounts.

HOW IS PERFORMANCE DETERMINED?

For Funds other than the Money Market Fund, "yield" is calculated by
dividing a Fund's annualized net investment income per share during a recent
30-day period by the net asset value per share on the last day of that period.
For the Money Market Fund, "yield" represents an annualization of the change in
value of an investment (excluding any capital changes) in the Fund for a
specific seven-day period; "effective yield" compounds that yield for a year and
is, for that reason, greater than the Fund's yield.

20
<PAGE>
YIELDS AND TOTAL RETURNS QUOTED FOR THE FUNDS INCLUDE THE EFFECT OF
DEDUCTING THE FUNDS' EXPENSES, BUT MAY NOT INCLUDE CHARGES AND EXPENSES
ATTRIBUTABLE TO A PARTICULAR INSURANCE PRODUCT. SINCE SHARES OF THE FUNDS CAN BE
PURCHASED ONLY THROUGH A VARIABLE ANNUITY OR VARIABLE LIFE CONTRACT, YOU SHOULD
CAREFULLY REVIEW THE PROSPECTUS FOR THE SEPARATE ACCOUNTS FOR INFORMATION ON
RELEVANT CHARGES AND EXPENSES. INCLUDING THESE CHARGES IN THE QUOTATIONS OF THE
FUNDS' YIELD AND TOTAL RETURN WOULD HAVE THE EFFECT OF DECREASING PERFORMANCE.
PERFORMANCE INFORMATION FOR THE FUNDS MUST ALWAYS BE ACCOMPANIED BY, AND BE
REVIEWED WITH, PERFORMANCE INFORMATION FOR THE SEPARATE ACCOUNTS WHICH INVEST IN
THE FUNDS.

ORGANIZATION AND CAPITALIZATION OF THE TRUST

The Trust has an unlimited authorized number of shares of beneficial
interest which may be divided into an unlimited number of series of such shares,
and which are presently divided into twelve series of shares, one series
underlying each Fund. Five of the series are not available under Allmerica
Select and are not included in this Prospectus. The Trust's shares are entitled
to one vote per share (with proportional voting for fractional shares). The
rights accompanying Fund shares are legally vested in the Separate Accounts. As
a matter of policy, however, holders of variable annuity contracts funded
through the Separate Accounts have the right to instruct the Separate Accounts
as to voting Fund shares on all matters to be voted on by Fund shareholders.
Voting rights of the participants in the Separate Accounts are more fully set
forth in the prospectuses relating to those Accounts. See "Organization of the
Trust" in the SAI for a definition of a "majority vote" of shareholders.

The Trust is not required to hold annual meetings of shareholders. The
Trustees or shareholders holding at least 10% of the outstanding shares may call
special meetings of shareholders.

FUND RECORDKEEPING AGENT

CUSTODIAN

Bankers Trust Company, 130 Liberty Street, New York, New York 10006, is the
Custodian of the investment securities and other assets of the Trust.

INVESTMENT RESTRICTIONS

1. No Fund will concentrate its investments in particular industries, including
debt obligations of supranational entities and foreign governments, but a
Fund may invest up to 25% of the value of its total assets in a particular
industry. The restriction does not apply to investments in obligations
issued or guaranteed by the United States of America, its agencies or
instrumentalities, or to investments by the Money Market Fund in securities
issued or guaranteed by domestic branches of U.S. banks.

2. As to 75% of the value of its total assets (100% for the Money Market Fund),
no Fund will invest more than 5% of the value of its total assets in the
securities of any one issuer (other than securities issued by or guaranteed
as to principal or interest by the United States Government or any agency or
instrumentality thereof) or acquire more than 10% of the voting securities
of any issuer. The remaining 25% of assets (other than for the Money Market
Fund) may be invested in the securities of one or more issuers without
regard to such limitations.

21
<PAGE>

CERTAIN INVESTMENT STRATEGIES AND POLICIES

REPURCHASE AGREEMENTS (APPLICABLE TO ALL FUNDS) AND REVERSE REPURCHASE
AGREEMENTS (APPLICABLE TO THE SELECT CAPITAL APPRECIATION FUND)

Each Fund may invest in repurchase agreements, under which the Fund acquires
ownership of a security (ordinarily U.S. Government securities) but the seller
agrees, at the time of sale, to purchase the security at a mutually agreed upon
time and price. Should any seller of a repurchase agreement fail to repurchase
the underlying security, or should any seller become insolvent or involved in a
bankruptcy proceeding, a Fund could incur disposition costs and losses.
Repurchase Agreements maturing in more than seventy days are subject to the 15%
limited on illiquid securities.

"WHEN-ISSUED" SECURITIES (APPLICABLE TO ALL FUNDS)

LENDING OF SECURITIES (APPLICABLE TO ALL FUNDS)

For the purpose of realizing additional income, the Funds may lend portfolio
securities to broker-dealers or financial institutions amounting to not more
than 30% of their respective total assets taken at current value. While any such
loan is outstanding, a Fund will continue to receive amounts equal to the
interest or dividends paid by the issuer on the securities, as well as interest
(less any rebates to be paid to the borrower) on the investment of the
collateral or a fee from the borrower. Each Fund will have the right to call
each loan and obtain the securities. Lending portfolio securities involves
certain risks, including possible delays in receiving additional collateral or
in the recovery of the securities or possible loss of rights in the collateral
should the borrower fail financially. Loans will be made in accordance with
guidelines established by the Board of Trustees.

FOREIGN SECURITIES (APPLICABLE TO EACH FUND EXCEPT THE MONEY MARKET FUND)

22
<PAGE>
removal of funds or other assets. Investments in emerging countries involve
exposure to economic structures that are generally less diverse and mature than
in the U.S., and to political systems which may be less stable. In addition,
securities of issuers located in emerging countries may have limited
marketability and may be subject to more abrupt or erratic price fluctuations.

Each Fund, except the Money Market Fund, may buy or sell foreign currencies
and foreign currency forward contracts, options on foreign currencies and
foreign currency futures contracts and options thereon. Although such
instruments may reduce the risk of loss due to a decline in the value of the
currency that is sold, they also limit any possible gain which might result
should the value of the currency increase. Such instruments will be used
primarily to protect the Fund from adverse currency movements; however, they
also involve the risk that anticipated currency movements will not be accurately
predicted, thus adversely affecting the Fund's total return. See "Options and
Futures Transactions."

Obligations in which the Select Income Fund may invest include debt
obligations of supranational entities. Supranational entities include
international organizations designated or supported by governmental entities to
promote economic reconstruction or development and international banking
institutions and related government agencies. Obligations of supranational
entities may be supported by appropriated but unpaid commitments of their member
countries, and there is no assurance that these commitments will be undertaken
or met in the future. The Fund may not invest more than 25% of its assets in
debt obligations of supranational entities.

RESTRICTED SECURITIES (APPLICABLE TO EACH FUND EXCEPT THE MONEY MARKET FUND)

The Funds also may purchase fixed-income securities that are not registered
under the Securities Act of 1933 ("1933 Act") ("restricted securities"), but can
be offered and sold to "qualified institutional buyers" under Rule 144A of the
1933 Act. However, each Fund will not invest more than 15% of its assets in
restricted securities (as defined in its investment restrictions) unless the
Funds' Board of Trustees determines, based upon a continuing review of the
trading markets for the specific restricted security, that such restricted
securities are liquid. The Board of Trustees has adopted guidelines and
delegated to the Manager the daily function of determining and monitoring
liquidity of restricted securities. The Board, however, will retain sufficient
oversight and be ultimately responsible for the determinations. Since it is not
possible to predict with assurance exactly how this market for restricted
securities sold and offered under Rule 144A will develop, the Board will
carefully monitor the Funds' investments in securities, focusing on such
important factors, among others, as valuation, liquidity and availability of
information. This investment practice could have the effect of increasing the
level of illiquidity in the Fund to the extent that qualified institutional
buyers become for a time uninterested in purchasing these restricted securities.
As a result, the Funds might not be able to sell these securities when their
Sub-Adviser wishes to do so, or might have to sell them at less than fair value.
In addition, market quotations are less readily available. Therefore, judgment
may at times play a greater role in valuing these securities than in the case of
unrestricted securities.

23
<PAGE>
OPTIONS AND FUTURES TRANSACTIONS (APPLICABLE TO EACH FUND EXCEPT THE MONEY
MARKET FUND) AND
FORWARD CONTRACTS AND SWAPS (APPLICABLE TO THE SELECT CAPITAL APPRECIATION FUND)

Through the writing and purchase of put and call on its option its portfolio
securities, financial indices and foreign currencies and the purchase and sale
of futures contracts and related options with respect to securities, financial
indices and (in the case of the Select Capital Appreciation Fund) foreign
currencies in which it may invest, each Fund except the Money Market Fund may at
times seek to hedge against fluctuations in net asset value. Each Fund's ability
to engage in options and futures strategies will depend on the availability of
liquid markets in such instruments. It is impossible to predict the amount of
trading interest that may exist in various types of options or futures
contracts. Therefore, there is no assurance that the Funds will be able to
utilize these instruments effectively for the purposes stated above.

Additionally, the Select Capital Appreciation Fund may invest in forward
contracts and swaps which may expose the Fund to additional investment risks and
transaction costs.

A more detailed explanation of futures, options, and other derivative
instruments, and the risks associated with them, is included in the SAI.

INVESTMENT IN MONEY MARKET SECURITIES (APPLICABLE TO ALL FUNDS)

The Money Market Fund may hold uninvested cash reserves pending investment,
during temporary defensive periods or if, in the opinion of the Sub-Adviser,
suitable securities are not available for investment. Securities in which the
Money Market Fund may invest may not earn as high a level of current income as
long term, lower quality securities which, however, generally have less
liquidity, greater market risk and more fluctuation in market value.

HIGH YIELD SECURITIES (APPLICABLE TO THE SELECT CAPITAL APPRECIATION FUND,
SELECT GROWTH FUND AND SELECT GROWTH AND INCOME FUND)

Corporate debt securities purchased by the Select Capital Appreciation, the
Select Growth Fund and Select Growth and Income Fund will be rated at the time
of purchase B or better by Moody's or S&P, or equivalently rated by another
NRSRO, or unrated but believed by the Sub-Adviser to be of comparable quality
under guidelines established for the Funds. The Select Growth Fund and the

24
<PAGE>
Select Growth and Income Fund may invest more than 15% of their assets and the
Select Capital Appreciation Fund may not invest more than 35% of its assets at
the time of investment in securities rated below Baa by Moody's or BBB by S&P,
or equivalently rated by another NRSRO, or unrated but believed by the
Sub-Adviser to be of comparable quality. Securities rated B by Moody's or S&P
(or equivalently by another NRSRO) are below investment grade and are
considered, on balance, to be predominantly speculative with respect to capacity
to pay interest and repay principal and will generally involve more credit risk
than securities in the higher rating categories.

Periods of economic uncertainty and changes can be expected to result in
increased volatility of market prices of lower-rated securities, commonly known
as "high yield" securities or "junk bonds", and the asset value of the Select
Capital Appreciation Fund, the Select Growth Fund and Select Growth and Income
Fund. Many issuers of high yield corporate debt securities are substantially
leveraged, which may impair their ability to meet debt service obligations.
Also, during an economic downturn or substantial period of rising interest
rates, highly leveraged issuers may experience financial stress.

The lack of a liquid secondary market in certain lower-rated securities may
have an adverse impact on their market price and the ability of a Fund to
dispose of particular issues when necessary to meet its liquidity needs or in
response to a specific economic event such as a deterioration in the
credit-worthiness of the issuer. In addition, a less liquid market may interfere
with the ability of a Fund to accurately value high yield securities and,
consequently, value the Fund's assets. Furthermore, adverse publicity and
investor perceptions may decrease the value and liquidity of high yield
securities. It is reasonable to expect any recession to severely disrupt the
market for high yield fixed-income securities, have an adverse impact on the
value of such securities and adversely affect the ability of the issuers of such
securities to repay principal and pay interest thereon. The market price of
lower-rated securities are generally less sensitive to interest rate changes
than higher-rated investments, but more sensitive to adverse economic or
political changes, or individual developments specific to the issuer. Periods of
economic or political uncertainty and change can be expected to result
involatility of price of these securities.

ASSET-BACKED SECURITIES AND MORTGAGE-BACKED SECURITIES (APPLICABLE TO SELECT
INCOME FUND)

The Fund may purchase asset-backed securities, which represent a
participation in, or are secured by and payable from, a stream of payments
generated by particular assets, frequently a pool of assets similar to one
another. Assets generating such payments include instruments such as motor
vehicle installment purchase obligations, credit card receivables and home
equity loans. Payment of principal and interest may be guaranteed for certain
amounts and time periods by a letter of credit issued by a financial institution
unaffiliated with the issuer of the securities. The estimated life of an
asset-backed security varies with the prepayment experience of the underlying
debt instruments. The rate of such prepayments, and hence the life of the
asset-backed security, will be primarily a function of current market rates,
although other economic and demographic factors will be involved. Under certain
interest rates and prepayment rate scenarios, the Fund may fail to recoup fully
their investment in asset-baked securities. The Fund will not invest more than
10% of its total assets in asset-backed securities.

The Fund also may invest in mortgage-backed securities which are debt
obligations secured by real estate loans and pools of loans on single family
homes, multi-family homes, mobile homes, and in

25
<PAGE>
some cases, commercial properties. The Fund may acquire securities representing
an interest in a pool of mortgage loans that are issued or guaranteed by a U.S.
government agency such as the Government National Mortgage Association ("Ginnie
Mae"), the Federal National Mortgage Association ("Fannie Mae") and the Federal
Home Loan Mortgage Corporation ("Freddie Mac").

Mortgage-backed securities are in most cases "pass-through" instruments,
through which the holder receives a share of all interest and principal payments
from the mortgages underlying the certificate. Because the prepayment
characteristics of the underlying mortgages vary, it is not possible to predict
accurately the average life or realized yields of a particular issue of
pass-through certificates. During periods of declining interest rates,
prepayment of mortgages underlying mortgage-backed securities can be expected to
accelerate. When the mortgage obligations are prepaid, the Fund reinvests the
prepaid amounts in securities, the yield of which reflects interest rates
prevailing at the time. Moreover, prepayment of mortgages that underlie
securities purchased at a premium could result in losses.

The Fund also may invest in multiple class securities issued by U.S.
government agencies and instrumentalities such as Fannie Mae, Freddie Mac and
Ginnie Mae, including guaranteed collateralized mortgage obligations ("CMOs")
and Real Estate Mortgage Investment Conduit ("REMIC") pass-through or
participation certificates, when consistent with the Fund's investment
objective, policies and limitations. A CMO is a type of bond secured by an
underlying pool of mortgages or mortgage pass-through certificates that are
structured to direct payment on underlying collateral to different series or
classes of obligations. A REMIC is a CMO that qualifies for special tax
treatment under the Internal Revenue Code and invests in certain mortgages
principally secured by interests in real property and other permitted
investments.

CMOs and guaranteed REMIC pass-through certificates ("REMIC Certificates")
issued by Fannie Mae, Freddie Mac and Ginnie Mae are types of multiple
pass-through securities. Investors may purchase beneficial interests in REMICs,
which are known as "regular" interests or "residual" interests. The Fund does
not currently intend to purchase residual interests in REMICs. The REMIC
Certificates represent beneficial ownership interests in a REMIC trust,
generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginnie Mae
guaranteed mortgage pass-through certificates. The obligations of Fannie Mae,
Freddie Mac or Ginnie Mae under their respective guaranty of the REMIC
Certificates are obligations solely of Fannie Mae, Freddie Mac or Ginnie Mae,
respectively.

For Freddie Mac REMIC Certificates, Freddie Mac guarantees the timely
payment of interest, and also guarantees the payment of principal as payments
are required to be made on the underlying mortgage participation certificates
("PCs"). PCs represent undivided interest in specified residential mortgages or
participation therein purchases by Freddie Mac and placed in a PC pool. With
respect to principal payments on PCs, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or
deduction. Freddie Mac also guarantees timely payment of principal on certain
PCs referred to as "Gold PCs."

REMIC Certificates issued by Fannie Mae, Freddie Mac and Ginnie Mae are
treated as U.S. government securities for purposes of investment policies. There
can be no assurance that the United States government will continue to provide
financial support to Fannie Mae, Freddie Mac or Ginnie Mae in the future.

26
<PAGE>
STRIPPED MORTGAGE-BACKED SECURITIES (APPLICABLE TO THE SELECT INCOME FUND)

The Fund may invest in Stripped Mortgage-Backed Securities ("SMBS"). SMBS
are derivative multiclass mortgage securities. SMBS may be issued by agencies or
instrumentalities of the U.S. Government or by private originators of, or
investors in, mortgage loans, including savings and loan associations, mortgage
banks, commercial banks, investment banks and special purpose entitles of the
foregoing.

SMBS are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of mortgage
assets. One type of SMBS will have one class receiving some of the interest and
most of the principal from the mortgage assets, while the other class will
receive most of the interest and the remainder of the principal. In some cases,
one class will receive all of the interest (the interest-only or "IO" class),
while the other class will receive all of the principal (the principal-only or
"PO" class). The yield to maturity on a IO class is extremely sensitive to the
rate of principal payments (including prepayment on the related underlying
mortgage assets), and a rapid rate of principal payments may have a material
adverse effect on a portfolio yield to maturity from these securities. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, the Fund may fail to fully recoup their initial investment in these
securities even if the security is in one of the highest rating categories.
Certain SMBS may be deemed "illiquid" and subject to the Fund's limitations on
investment in illiquid securities. The market value of the PO class generally is
unusually volatile in response to changes in interest rates. The yields on a
class of SMBS that receives all or most of the interest from mortgage assets are
generally higher than prevailing market yields in other mortgage-backed
securities because their cash flow patterns are more volatile and there is a
grater risk that the initial investment will not be fully recouped. The Sub-
Adviser will seek to manage these risks (and potential benefits) by investing in
a variety of such securities and by using certain hedging techniques.

HEDGING TECHNIQUES AND INVESTMENT PRACTICES (APPLICABLE TO THE SELECT
INTERNATIONAL EQUITY FUND AND SELECT CAPITAL APPRECIATION FUND)

27
<PAGE>

APPENDIX

Description of Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Ratings Service, a division of McGraw-Hill Companies, Inc. ("S&P")
commercial paper and bond ratings:

COMMERCIAL PAPER RATINGS

MOODY'S EMPLOYS THREE DESIGNATIONS, ALL JUDGED TO BE INVESTMENT GRADE, TO
INDICATE THE RELATIVE REPAYMENT CAPACITY OF RATED ISSUERS. THE TWO HIGHEST
DESIGNATIONS ARE AS FOLLOWS:

-- Leading market positions in well-established industries.

-- High rates of return on funds employed.

-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.

-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

A-2 -- Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

MUNICIPAL OBLIGATIONS

MIG-2 -- This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.

28
<PAGE>

DESCRIPTION OF MOODY'S BOND RATINGS

Those bonds within the Aa, A, Baa, Ba and B categories that Moody's believes
possess the strongest credit attributes within those categories are designated
by the symbols Aa1, A1, Baa1, Ba1 and B1.

DESCRIPTION OF S&P'S DEBT RATINGS

AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in a small degree.

BBB -- Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

29
<PAGE>

PLUS (+) OR (-): The ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major categories.

30
<PAGE>
ALLMERICA INVESTMENT TRUST

440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
(508) 855-1000

Allmerica Investment Trust (the "Trust") is a professionally managed,
open-end investment company designed to provide the underlying investment
vehicles for insurance related accounts. The seven separate portfolios of the
Trust (collectively, the "Funds", and, individually, the "Fund") currently
offered by this Prospectus are as follows:

SELECT INTERNATIONAL EQUITY FUND
SELECT AGGRESSIVE GROWTH FUND
GROWTH FUND
EQUITY INDEX FUND
INVESTMENT GRADE INCOME FUND
GOVERNMENT BOND FUND
MONEY MARKET FUND

Currently, shares of each Fund may only be purchased by the separate
accounts ("Separate Accounts") established by First Allmerica Financial Life
Insurance Company ("First Allmerica") or Allmerica Financial Life Insurance and
Annuity Company ("Allmerica Life"), a subsidiary of First Allmerica, for the
purpose of funding variable annuity or variable life insurance policies. A
particular Fund may not be available under the variable annuity or variable life
insurance policy which you have chosen. The Prospectus of the specific insurance
product you have chosen will indicate which Funds are available, and should be
read in conjunction with this Prospectus. Inclusion in this Prospectus of a Fund
which is not available under your policy is not to be considered a solicitation.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

DATED APRIL 29, 1996

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
FINANCIAL HIGHLIGHTS.................................................................. 3

HOW ARE THE FUNDS MANAGED?............................................................ 8

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?...................................... 9
Select International Equity Fund.................................................. 9
Select Aggressive Growth Fund..................................................... 9
Growth Fund....................................................................... 10
Equity Index Fund................................................................. 12
Investment Grade Income Fund...................................................... 13
Government Bond Fund.............................................................. 14
Money Market Fund................................................................. 15

MANAGEMENT FEES AND EXPENSES.......................................................... 16

FUND MANAGER INFORMATION.............................................................. 17

HOW ARE SHARES VALUED?................................................................ 19

TAXES AND DISTRIBUTIONS TO SHAREHOLDERS............................................... 19

SALE AND REDEMPTION OF SHARES......................................................... 19

HOW IS PERFORMANCE DETERMINED?........................................................ 20

ORGANIZATION AND CAPITALIZATION OF THE TRUST.......................................... 20

INVESTMENT RESTRICTIONS............................................................... 21

CERTAIN INVESTMENT STRATEGIES AND POLICIES............................................ 21

APPENDIX.............................................................................. 27
</TABLE>

2
<PAGE>
FINANCIAL HIGHLIGHTS

The following Financial Highlights have been audited by Price Waterhouse
LLP, the independent accountants of the Trust. This information should be read
in conjunction with the financial statements and notes thereto which appear in
the Policyowners' Annual Report ("Annual Report") for the year ended December
31, 1995, and which are incorporated by reference in the Funds' SAI. Further
information about the performance of the Trust is contained in the Annual Report
which may be obtained without charge from the Trust, 440 Lincoln Street,
Worcester, MA 01653, (508) 855-1000.

3
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
SELECT INTERNATIONAL
EQUITY FUND
------------------------- SELECT AGGRESSIVE GROWTH FUND
------------------------------------------------
YEAR ENDED DECEMBER 31,
YEAR ENDED DECEMBER 31,
------------------------- ------------------------------------------------
1995 1994 (1) 1995 1994 1993 1992 (2)
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of year...... $ 0.963 $ 1.000 $ 1.397 $ 1.431 $ 1.197 $ 1.000
--------- --------- --------- --------- --------- ---------
Income from Investment Operations:
Net investment income (loss).......... 0.013 0.003(A) (0.001) (0.002) 0.001(B) 0.001(B)
Net realized and unrealized gain
(loss) on investments................ 0.176 (0.038) 0.452 (0.032) 0.234 0.197
--------- --------- --------- --------- --------- ---------
Total from Investment Operations.... 0.189 (0.035) 0.451 (0.034) 0.235 0.198
--------- --------- --------- --------- --------- ---------
Less Distributions:
Dividends from net investment
income............................... (0.011) (0.001) -- -- (0.001) (0.001)
--------- --------- --------- --------- --------- ---------
Distributions from net realized
capital gains........................ (0.005) (0.001) -- -- -- --
--------- --------- --------- --------- --------- ---------
Total Distributions................. (0.016) (0.002) -- -- (0.001) (0.001)
--------- --------- --------- --------- --------- ---------
Net increase (decrease) in net asset
value.................................. 0.173 (0.037) 0.451 (0.034) 0.234 0.197
--------- --------- --------- --------- --------- ---------
Net Asset Value, End of year............ $ 1.136 $ 0.963 $ 1.848 $ 1.397 $ 1.431 $ 1.197
--------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- ---------
Total Return (C)........................ 19.63% (3.49)%* 32.28% (2.31)% 19.51% 19.85%*
Ratios/Supplemental Data:
Net Assets, End of year (000's)......... $104,312 $ 40,498 $254,872 $136,573 $ 66,251 $ 9,270
Ratios to average net assets:
Net investment income (loss).......... 1.68% 0.87%+ (0.07)% (0.21)% 0.10% 0.34%+
Operating expenses.................... 1.24% 1.50%+(A) 1.09% 1.16% 1.19%(B) 1.35%+(B)
Gross management fee.................. 1.00% 1.00%+ 1.00% 1.00% 1.00% N/A
Net management fee.................... 1.00% 0.72%+ 1.00% 1.00% 0.96% N/A
Portfolio Turnover Rate................. 24% 19% 104% 100% 76% 33%
</TABLE>

See Notes to Financial Statements

- ----------------------------------

+ Annualized.

* Not Annualized.

(1) The Fund commenced operations on May 2, 1994.

(2) The Fund commenced operations on August 21, 1992.

(C) Total Return does not reflect fees charged on the Separate Account level.
Refer to the prospectus of the specific insurance product for such fee
information.

4
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<CAPTION>
GROWTH FUND
-------------------------------------------------------------

See Notes to Financial Statements

- ----------------------------------

* Unaudited

(A) Net investment income per share and the annualized operating expense ratio
before reimbursement of fees by the investment adviser for the period ended
December 31, 1993 were $0.038 and 0.55%, respectively.

(B) Results prior to April 1, 1988 were achieved by a former investment adviser.

(C) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

5
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
INVESTMENT GRADE INCOME
FUND (FORMERLY INCOME
APPRECIATION FUND)
EQUITY INDEX FUND -------------------------
--------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------- -------------------------
1995 1994 1993 1992 1991 1990 (1) 1995 1994
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of year....... $ 1.468 $ 1.505 $ 1.409 $ 1.354 $ 1.080 $ 1.000 $ 1.012 $ 1.111
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
Income from Investment
Operations:
Net investment
income................ 0.035 0.033 0.032(A) 0.030(A) 0.032(A) 0.009 0.071 0.066
Net realized and
unrealized gain (loss)
on investments........ 0.474 (0.018) 0.102 0.066 0.279 0.080 0.106 (0.099)
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
Total from Investment
Operations.......... 0.509 0.015 0.134 0.096 0.311 0.089 0.177 (0.033)
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
Less Distributions:
Dividends from net
investment income..... (0.035) (0.033) (0.031) (0.031) (0.032) (0.009) (0.071) (0.066)
Distributions from net
realized capital
gains................. (0.047) (0.019) (0.007) (0.010) (0.005) -- -- --
Distributions in
excess................ (0.002)(2) -- -- -- -- -- (0.001)(3) --
Return of Capital...... (0.066) -- -- -- -- -- -- --
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
Total
Distributions....... (0.150) (0.052) (0.038) (0.041) (0.037) (0.009) (0.072) (0.066)
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
Net increase (decrease)
in net asset value...... 0.359 (0.037) 0.096 0.055 0.274 0.080 0.105 (0.099)
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
Net Asset Value, End of
year.................... $ 1.827 $ 1.468 $ 1.505 $ 1.409 $ 1.354 $ 1.080 $ 1.117 $ 1.012
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
----------- -------- ---------- ---------- ---------- ---------- ------------ ----------
Total Return (D)......... 36.18% 1.06% 9.53% 7.25% 29.16% 8.90%** 17.84% (2.96)%
Ratios/Supplemental Data:
Net Assets, End of year
(000's)................. $90,889 $52,246 $42,842 $22,393 $ 9,700 $ 5,469 $141,625 $109,972
Ratios to average net
assets:
Net investment
income................ 1.96% 2.25% 2.28% 2.47% 2.73% 3.39%+ 6.66% 6.25%
Operating expenses..... 0.55% 0.57% 0.57%(A) 0.57%(A) 0.55%(A) 0.38%+ 0.53% 0.58%
Gross management fee... 0.34% 0.35% 0.35% N/A N/A N/A 0.41% 0.42%
Net management fee..... 0.34% 0.35% 0.29% N/A N/A N/A 0.41% 0.42%
Portfolio Turnover
Rate.................... 8% 7% 4% 6% 6% 0.24% 126% 129%

INVESTMENT GRADE INCOME FUND (FORMERLY INCOME APPRECIATION FUND)
---------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------------------------------

1993 1992 1991 1990 1989 1988 1987 1986

------------ --------- --------- --------- --------- ---------- ---------- ----------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of year....... $ 1.074 $ 1.085 $ 1.004 $ 1.011 $ 0.968 $ 0.974 $ 1.095 $ 1.096

------------ --------- --------- --------- --------- ---------- ---------- ----------

Income from Investment
Operations:
Net investment
income................ 0.065(B) 0.075 0.080 0.083 0.082 0.084 0.089 0.092

Net realized and
unrealized gain (loss)
on investments........ 0.049 0.013 0.081 (0.006) 0.044 (0.006) (0.080) 0.025

------------ --------- --------- --------- --------- ---------- ---------- ----------

Total from Investment
Operations.......... 0.114 0.088 0.161 0.077 0.126 0.078 0.009 0.117

------------ --------- --------- --------- --------- ---------- ---------- ----------

Less Distributions:
Dividends from net
investment income..... (0.065) (0.075) (0.080) (0.084) (0.083) (0.084) (0.093) (0.114)

Distributions from net
realized capital
gains................. (0.012) (0.024) -- -- -- -- (0.037) (0.004)

Distributions in
excess................ -- -- -- -- -- -- -- --

Return of Capital...... -- -- -- -- -- -- -- --

------------ --------- --------- --------- --------- ---------- ---------- ----------

Total
Distributions....... (0.077) (0.099) (0.080) (0.084) (0.083) (0.084) (0.130) (0.118)

------------ --------- --------- --------- --------- ---------- ---------- ----------

Net increase (decrease)
in net asset value...... 0.037 (0.011) 0.081 (0.007) 0.043 (0.006) (0.121) (0.001)

------------ --------- --------- --------- --------- ---------- ---------- ----------

Net Asset Value, End of
year.................... $ 1.111 $ 1.074 $ 1.085 $ 1.004 $ 1.011 $ 0.968 $ 0.974 $ 1.095

------------ --------- --------- --------- --------- ---------- ---------- ----------

Total Return (D)......... 10.80% 8.33% 16.75% 8.02% 13.52% 8.2%* 1.0%* 8.6%*

Ratios/Supplemental Data:
Net Assets, End of year
(000's)................. $107,124 $ 52,874 $ 29,018 $ 18,226 $ 13,171 $ 8,951 $ 8,118 $ 10,576

Ratios to average net
assets:
Net investment
income................ 6.16% 7.25% 8.10% 9.14% 8.67% 8.57% 8.37% 8.92%

Operating expenses..... 0.54%(B) 0.59% 0.60% 0.56% 0.78% 0.77% 0.55% 0.58%

Gross management fee... 0.45% N/A N/A N/A N/A N/A N/A N/A

Net management fee..... 0.44% N/A N/A N/A N/A N/A N/A N/A

Portfolio Turnover
Rate.................... 55% 71% 52% 5% 4% 12% 54% 59%

</TABLE>

See Notes to Financial Statements

- ----------------------------------------

+ Annualized

* Unaudited

** Not Annualized

(1) The Fund commenced operations on September 28, 1990.

(2) Distributions in excess of net realized capital gains.

(3) Distributions in excess of net investment income.

(A) Net investment income per share and the operating expense ratio before
reimbursement of fees by the investment adviser for the years ended December
31, 1993, 1992 and 1991 were $0.031 and 0.63%, $0.028 and 0.75% and $0.031
and 0.64%, respectively.

(B) Net investment income per share and the operating expense ratio before
reimbursement of fees by the investment adviser for the year ended December
31, 1993 were $0.065 and 0.55%, respectively.

(D) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

6
<PAGE>

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<CAPTION>
MONEY MARKET FUND
--------------------------------------------------------------------------------

See Notes to Financial Statements

- ----------------------------------------

+ Annualized

* Not annualized

** Unaudited

(1) The Fund commenced operations on August 26, 1991.

(C) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.

7
<PAGE>
HOW ARE THE FUNDS MANAGED?

The Manager has entered into Sub-Adviser Agreements for the management of
the investments of each of the Funds. The Sub-Advisers, who have been selected
on the basis of various factors including management experience, investment
techniques and staffing, are each authorized to engage in portfolio transactions
on behalf of the applicable Funds subject to such general or specific
instructions as may be given by the Trustees and/or the Manager. The terms of a
Sub-Adviser Agreement cannot be changed without the approval of a majority
interest of the Shareholders of the affected Fund. The Sub-Advisers have been
selected by the Manager and the Trustees in consultation with Rogers, Casey &
Associates ("Rogers, Casey"), a leading pension consulting firm. The cost of
such consultation is borne by the Manager.

Ongoing performance of the independent Sub-Adviser is reviewed and evaluated
by a committee whose members may include senior officers of First Allmerica, its
affiliates or the Manager and an independent consultant. Combined, the committee
has over 150 years of investment experience. Historical performance data for the
Funds is set forth in the "Financial Highlights" table starting on page 3. The
Manager is solely responsible for the payment of all fees to the Sub-Advisers.
The SubAdvisers for each of the Funds are as follows:

<TABLE>
<S> <C>
Select International Equity Bank of Ireland Asset Management (U.S.) Limited
Fund
Select Aggressive Growth Fund Nicholas-Applegate Capital Management
Growth Fund Miller Anderson & Sherrerd, LLP
Equity Index Fund Allmerica Asset Management, Inc.
Investment Grade Income Fund Allmerica Asset Management, Inc.
Government Bond Fund Allmerica Asset Management, Inc.
Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

For a sample listing of the independent Sub-Adviser's clients, see
"Investment Management and Other Services" in the SAI. For more information on
the Sub-Advisers see "What Are The Investment Objectives and Policies?" and
"Fund Manager Information."

8
<PAGE>
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?

The Select International Equity Fund and Select Agressive Growth Fund may
each invest up to 15% of its assets in securities which are illiquid because
they are subject to restriction on resale or for which market quotations are not
readily available. The Select International Equity Fund may invest any
percentage of its assets in foreign securities and each of the other Funds,
except the Government Bond and Money Market Funds, may invest up to 25% of its
assets in foreign securities (not including its investments in American
Depositary Receipts ("ADRs")). The Investment Grade Income Fund may not invest
in foreign securities other than obligations issued by the Government of Canada
and political subdivisions thereof. See "Certain Investment Strategies and
Policies."

SELECT INTERNATIONAL EQUITY FUND

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 24%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

SELECT AGGRESSIVE GROWTH FUND

SUB-ADVISER: Nicholas-Applegate Capital Management ("NACM") serves as
Sub-Adviser to the Select Aggressive Growth Fund. NACM is an investment manager
supervising accounts with assets

9
<PAGE>

totaling approximately $29 billion in total assets as of December 31, 1995.
NACM's clients are primarily major corporate employee benefit funds, public
employee retirement plans, foundations and endowment funds, investment companies
and individuals. Founded in 1984, NACM is located at 600 West Broadway, Suite
2900, San Diego, California 92101.

GROWTH FUND

SUB-ADVISER: Miller Anderson & Sherrerd, LLP ("MAS") serves as Sub-Adviser
for the Growth Fund. MAS, which is wholly owned by Morgan Stanley Asset
Management Holdings, Inc., is located at

10
<PAGE>

One Tower Bridge, West Conshohocken, Pennsylvania 19428. MAS provides investment
counseling services to employee benefit plans, endowment funds, foundations, and
other institutional investors, and had over $35 billion in assets under
management as of December 31, 1995. MAS is the adviser of the MAS Fund, a
registered investment company offering investment alternatives to institutional
clients, with a minimum initial investment of $1 million. MAS also manages
certain assets for First Allmerica and its affiliates.

INVESTMENT POLICIES: The Growth Fund is not limited to investments in any
particular type of company and may invest in any company which, in the opinion
of management, is likely to further its investment objective. The Growth Fund
will pursue its investment objective by maintaining a flexible position
regarding the type of companies, as well as the types of securities, in which it
will invest. Investments may include, but are not limited to, developing or
well-established companies, whether small or large. It is anticipated that there
will be a mix of assets in the Growth Fund. For example, portions of the Growth
Fund may be invested in equity securities of good quality or in well-established
companies considered to represent good value, based on factors including
historical investment standards (such as price/book value ratios and
price/earnings ratios) or in smaller emerging growth companies which are in the
development stage and are expected to achieve above-average earnings growth
because of special factors (such as changes in the economy, the relative
attractiveness of the various securities markets, or changes in consumer
demand).

The Growth Fund normally will invest substantially all of its assets in
equity-type securities, including common stocks, warrants (which are options to
purchase common stock at specified prices during a specified time period with
the investment risk that the market value of the underlying common stock may not
be high enough in relation to the warrant exercise price to justify purchase
pursuant to the terms of the warrant) and those preferred stocks and debt
securities convertible into or carrying rights to purchase common stock or to
participate in earnings, and real estate securities to the extent permitted by
paragraph four under Investment Restrictions in the SAI. In periods considered
by management to warrant a more defensive position, the Growth Fund may place a
larger proportion of its portfolio in high-grade preferred stocks, bonds, or
other fixed income securities, including U.S. Government securities, whether or
not convertible into stock or with rights attached, or retain cash. The Fund may
engage in the options and futures strategies described under "Certain Investment
Strategies and Policies."

The Growth Fund may invest in both listed and unlisted securities. The
Growth Fund may also invest in foreign, as well as domestic securities. The
Growth Fund will not concentrate its foreign investments in any particular
foreign country, or limit its investments to issuers listed on particular
exchanges or traded in particular money market centers. Investments in foreign
securities carry additional risks not present in domestic securities. See
"Certain Investment Strategies and Policies." The Sub-Adviser will consider
these and other factors before investing and will not cause the Growth Fund to
invest in foreign securities unless, in its opinion, such investments will meet
the standards and objectives of the Growth Fund.

The investment objective and policies in the first, third and fourth
paragraphs of this section on the Growth Fund are fundamental and may not be
changed without shareholder approval.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 64%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

11
<PAGE>
EQUITY INDEX FUND

INVESTMENT POLICIES: The Equity Index Fund will seek to achieve its
objective by attempting to replicate the aggregate price and yield performance
of the Standard & Poor's Composite Index of 500 Stocks ("S&P 500"). The Fund
uses the S&P 500 as the performance standard because it represents over 70
percent of the total market value of all publicly traded common stocks in the U.
S., is well-known to investors, and, in the opinion of the Sub-Adviser, is
representative of the performance of common stocks publicly traded in the U.S.
Many, but not all, of the stocks in the S&P 500 are issued by companies that are
among the 500 largest as measured by the aggregate market value of their
outstanding stock (market price per share multiplied by number of shares
outstanding). Inclusion of a stock in the S&P 500 does not imply that S&P has
endorsed it as an investment. With respect to investing in common stocks, there
can be no assurance of capital appreciation and there is a substantial risk of
market decline.

The method used to select investments for the Fund involves investing in
common stocks in approximately the order of their weightings in the S&P 500,
beginning with those having the highest weightings. In addition, the Fund
purchases stocks with smaller weightings in order to represent other sectors of
the S&P 500 for diversification purposes.

The Equity Index Fund will invest only in those stocks, and in such amounts,
as its Sub-Adviser determines to be necessary or appropriate for the Fund to
approximate the performance of the S&P 500. Under normal circumstances it is
expected that the Fund will hold between 300 and 475 different stocks included
in the S&P 500. The Fund may compensate for the omission of a stock that is
included in the S&P 500, or for purchasing stocks in other than the same
proportions that they are represented in the S&P 500, by purchasing stocks that
are believed to have characteristics that correspond to those of the omitted
stocks. The Fund also may invest in short-term debt securities to maintain
liquidity or pending investment in stocks. The Fund also may engage in the
options and futures strategies described under "Certain Investment Strategies
and Policies."

Because of its policy of tracking the S&P 500, the Equity Index Fund is not
managed according to traditional methods of active investment management, which
involve the buying and selling of securities based upon investment analysis of
economic, financial and market factors. Consequently, the projected adverse
financial performance of a company would not normally result in the sale of the
company's stock and projected superior financial performance by a company would
not normally lead to an increase in the holdings of the company. From time to
time the Sub-Adviser may make adjustments in the portfolio because of cash
flows, mergers, changes in the composition of the S&P 500 and similar reasons.
Portfolio turnover is expected to be lower than that of most funds investing in
common stock. For the fiscal year ended December 31, 1995, the portfolio
turnover rate for the Fund was 8%.

12
<PAGE>
results of the S&P 500. These factors, among others, may result in "tracking
error," which is a measure of the degree to which the Fund's results differ from
the results of the S&P 500. Due to such factors, the return of the Fund may be
lower than the return of the S&P 500.

Tracking error is measured by the difference between total return for the
S&P 500 with dividends reinvested and total return for the Fund with dividends
reinvested after deductions of fees and expenses. For the 12 months ended
December 31, 1995, the S&P 500 gained 37.53% versus a gain of 36.18% for the
Equity Index Fund producing a tracking error of 1.35%. Tracking error is
monitored by the Sub-Adviser on a daily basis. All tracking error deviations are
reviewed to determine the effectiveness of investment policies and techniques.
If the tracking error deviation exceeds industry standards for the Fund's asset
size, the Sub-Adviser will bring the deviation to the attention of the Trustees.

S&P is not in any way affiliated with the Equity Index Fund or the Trust.
"Standard & Poor's," "Standard & Poor's 500" and "500" are trademarks of S&P.

INVESTMENT GRADE INCOME FUND

SUB-ADVISER: AAM serves as Sub-Adviser to the Investment Grade Income Fund.
See "Equity Index Fund" for more information about AAM.

INVESTMENT POLICIES: The Fund will invest its assets in the following money
market instruments and debt securities.

MONEY MARKET INSTRUMENTS:

(a) Obligations issued or guaranteed by the United States Government,
its agencies or instrumentalities;

(b) Commercial paper rated Prime-1 by Moody's Investors Service
("Moody's"), or A-l by S&P or unrated, but determined by the
Sub-Adviser to be of comparable quality;

(c) Bankers acceptances or negotiable certificates of deposit issued by
the 25 largest U.S. banks (in terms of deposits); and

(d) Cash and cash equivalents.

DEBT SECURITIES:

(a) Obligations issued or guaranteed by the United States Government,
its agencies or instrumentalities,

(b) Debt securities which are rated Aaa, Aa, A, or Baa by Moody's, or
AAA, AA, A or BBB by S&P or unrated, but determined by the
Sub-Adviser to be of comparable quality;

(c) Obligations (payable in U.S. dollars) of, or guaranteed by, the
Government of Canada or of a Province of Canada or any
instrumentality or political subdivision thereof.

The Fund may engage in the options and futures strategies described under
"Certain Investment Strategies and Policies."

13
<PAGE>

The debt securities in which the Fund may invest are considered "investment
grade" in that they are generally suitable for purchase by prudent investors.
However, the lowest category of investment grade securities (rated Baa by
Moody's or BBB by S&P) may have speculative characteristics, such that changes
in economic conditions or other circumstances are more likely to lead to a
weakened capacity to make principal and interest payments than is the case of
debt securities with higher ratings. The portfolio of the Fund is actively
managed by AAM, as Sub-Adviser, in order to anticipate events leading to price
or ratings changes. If the rating of a security falls below investment grade, or
an unrated security is deemed to have fallen below investment grade, AAM
analyzes relevant economic and market data in making a determination of whether
to retain or dispose of the investment. The performance of the securities in the
portfolio is monitored continuously, and they are purchased and sold as
conditions warrant and permit.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 126%. The portfolio turnover rate exceeded 100% due to a
restructuring of the Fund's mortgaged-backed securities. The portfolio turnover
rate for the Fund may vary greatly from year to year. A high portfolio turnover
rate may result in greater brokerage costs to the Fund.

See the Appendix to the Prospectus for an explanation of the ratings of
Moody's and S&P.

GOVERNMENT BOND FUND

SUB-ADVISER: AAM serves as Sub-Adviser to the Government Bond Fund. See
"Equity Index Fund" for more information about AAM.

INVESTMENT POLICIES: Some U.S. Government securities, such as Treasury
bills, notes and bonds, which differ only in their interest rates, maturities,
and times of issuance, are supported by the full faith and credit of the United
States. Other U. S. Government securities are supported by (i) the right of the
issuer to borrow from the U.S. Treasury; (ii) discretionary authority of the U.
S. Government to purchase the obligations of the agency or instrumentality or
(iii) only the credit of the instrumentality itself. No assurances can be given
that the U.S. Government would provide financial support to U.S. Government
sponsored instrumentalities if it is not obligated to do so by law. The Fund may
invest in mortgage-backed government securities, including pass-through
securities and participation certificates of the Government National Mortgage
Association ("Ginnie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie
Mac") and the Federal National Mortgage Association ("Fannie Mae").

The Government Bond Fund may invest in any other security or agreement
collateralized or otherwise secured by U.S. Government securities. The Fund also
may invest in separately traded principal and interest components of securities
guaranteed or issued by the U.S. Treasury if such components are traded
independently under the Separate Trading Registered Interest and Principal
Securities program. The Fund may enter into repurchase agreements, and may from
time to time have temporary investments in short-term debt obligations
(including certificates of deposit, bankers acceptances and commercial paper)
pending the making of other investments or for liquidity purposes.

The Government Bond Fund may engage in several active management strategies,
including the lending of portfolio securities, forward commitment purchases of
securities, writing covered call and covered put options on U.S. Government
securities, purchasing such call and put options, and entering into closing
purchase and sale transactions. The Fund also may engage in the options and
futures strategies described under "Certain Investment Strategies and Policies."

14
<PAGE>

MONEY MARKET FUND

INVESTMENT OBJECTIVE: The Money Market Fund seeks to obtain maximum current
income consistent with preservation of capital and liquidity.

SUB-ADVISER: AAM serves as Sub-Adviser to the Money Market Fund. See
"Equity Index Fund" for more information about AAM.

INVESTMENT POLICIES: The Fund seeks to achieve its objective by investing
in the following high quality money market instruments:

(a) Obligations issued or guaranteed by the United States Government,
its agencies or instrumentalities;

(b) Commercial paper which meets the ratings requirements as set forth
in the paragraph below;

(c) Obligations of banks or savings and loan associations (such as
bankers acceptances and certificates of deposit, including
dollar-denominated obligations of foreign branches of U.S. banks
("Eurodollars") and U. S. branches of foreign banks if such U.S.
branches are subject to state banking requirements and Federal
Reserve reporting requirements) which at the date of the investment
have deposits of at least $1 billion as of their most recently
published financial statements;

(e) Cash and cash equivalents.

The Fund will limit its portfolio investments to securities with a remaining
maturity of 397 days as of the time of purchase, in accordance with the
Trustees' guidelines. The portfolio will be managed so as to maintain a dollar
weighted maturity of 90 days or less. In order to maximize the yield on its
assets, the Fund intends to be as fully invested at all times as is reasonably
practicable.

There is always the risk that the issuer of an instrument may be unable to
make payment upon maturity.

15
<PAGE>
MANAGEMENT FEES AND EXPENSES

Under its Management Agreement with the Trust, the Manager is obligated to
perform certain administrative and management services for the Trust, furnishes
to the Trust all necessary office space, facilities, and equipment and pays the
compensation, if any, of officers and Trustees who are affiliated with the
Manager. Other than the expenses specifically assumed by the Manager under the
Management Agreement, all expenses incurred in the operation of the Trust are
borne by the Trust, including fees and expenses associated with the registration
and qualification of the Trust's shares under the Securities Act of 1933, other
fees payable to the Securities and Exchange Commission, independent accountant
fees, legal and custodian fees, association membership dues, taxes, interest,
insurance premiums, brokerage commissions, fees and expenses of the Trustees who
are not affiliated with the Manager, expenses for proxies, prospectuses, and
reports to shareholders, Fund recordkeeping expenses and other expenses. The
Manager has voluntarily agreed to absorb any charges and expenses associated
with Fund recordkeeping that exceed 0.10% of a Fund's average net assets.

For its services to the Funds, the Manager receives fees computed daily at
an annual rate based on the average daily net asset value of each Fund as set
forth below:

<TABLE>
<CAPTION>
EQUITY INVESTMENT MONEY
GROWTH INDEX GRADE MARKET
ASSETS FUND FUND INCOME FUND FUND
- ---------------------------------------- ----------- ----------- --------------- -----------
<S> <C> <C> <C> <C>
First $50 Million....................... 0.60% 0.35% 0.50% 0.35%
Next $200 Million....................... 0.50% 0.30% 0.35% 0.25%
Over $250 Million....................... 0.35% 0.25% 0.25% 0.20%
</TABLE>

For its services to the Government Bond Fund, the Manager receives a fee
computed daily at an annual rate of 0.50% of the average daily net asset value
of such Fund.

For its services to the Select International Equity Fund and Select
Aggressive Growth Fund, the Manager receives a fee computed daily at an annual
rate of 1.00% of the average daily net asset value of each such Fund.

The Manager is solely responsible for the payment of all fees to the
Sub-Advisers. Each Sub-Adviser receives from the Manager fees computed daily at
an annual rate based on the average daily net asset value of each Fund as set
forth below. For the Select International Equity Fund and Growth Fund, the
Sub-Adviser fee varies according to the level of assets in each such Fund, which
will reduce the fees paid by the Manager as Fund assets grow, but will not
reduce the operating expenses of the Fund.

<TABLE>
<CAPTION>
SELECT SELECT EQUITY INVESTMENT MONEY
INTERNATIONAL AGGRESSIVE GROWTH INDEX GRADE GOVERNMENT MARKET
EQUITY FUND GROWTH FUND FUND FUND INCOME FUND BOND FUND FUND
------------ ------------- ----------- ----------- --------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sub-Adviser Fee............... (1) 0.60% (2) 0.10% 0.20% 0.20% 0.10%
</TABLE>

- ------------------------

(1) For its services, BIAM will receive a fee computed daily at an annual rate
based on the average daily net assets of the Select International Equity
Fund under the following schedule:

16
<PAGE>

(2) For its services, MAS will receive a fee based on the aggregate assets of
the Growth Fund and certain other accounts of the Manager and its affiliates
which are managed by MAS, under the following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- --------------------------------------------------------------- ---------
<S> <C>
First $50 Million.............................................. 0.50%
$50 Million to $100 Million.................................... 0.375%
$100 Million to $500 Million................................... 0.25%
$500 Million to $850 Million................................... 0.20%
Over $850 Million.............................................. 0.15%
</TABLE>

For the fiscal year ended December 31, 1995, the Select International Equity
Fund, Select Aggressive Growth Fund, Growth Fund, Equity Index Fund, Investment
Grade Income Fund, Government Bond Fund and Money Market Fund paid the Manager
gross fees before reimbursement of 1.00%, 1.00%, 0.46%, 0.34%, 0.41%, 0.50%, and
0.29%, respectively, of the Fund's average daily net assets.

The following table shows voluntary expense limitations which the Manager
has declared for each Fund and the operating expenses incurred for the fiscal
year ended December 31, 1995 for each Fund:

<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE DAILY NET
ASSETS FUND
VOLUNTARY EXPENSE OPERATING
LIMITATIONS EXPENSES
------------------- -------------
<S> <C> <C>
Select International Equity Fund..................... 1.50% 1.24%
Select Aggressive Growth Fund........................ 1.35% 1.09%
Growth Fund.......................................... 1.20% 0.54%
Equity Index Fund.................................... 0.60% 0.55%
Investment Grade Income Fund......................... 1.00% 0.53%
Government Bond Fund................................. 1.00% 0.69%
Money Market Fund.................................... 0.60% 0.36%
</TABLE>

The Manager will voluntarily reimburse its fees and any expenses above the
expense limitations. The expense limitations are voluntary and may be removed at
any time after a Fund's first fiscal year of operation without prior notice to
existing shareholders. As shown above, all Funds are within expense limitations
for the year ended December 31, 1995. The Manager reserves the right to recover
from a Fund any fees, within a current fiscal year period, which were reimbursed
in that same year to the extent that total annual expenses did not exceed the
applicable expense limitation. Non-recurring and extraordinary expenses are
generally excluded in the determination of expense ratios of the Funds for
purposes of determining any required expense reimbursement. Quotations of yield
or total return for any period when an expense limitation is in effect will be
greater than if the limitation had not been in effect.

FUND MANAGER INFORMATION

The following individuals are primarily responsible for the day-to-day
management of the particular Funds as indicated below:

The following portfolio managers are involved in the investment process
utilized for the SELECT INTERNATIONAL EQUITY FUND:

DENIS DONOVAN, Director Portfolio Management, received an MBA from
University College Dublin. Prior to joining Bank of Ireland in 1985, he spent
more than thirteen years in the money market and foreign exchange operations of
the Central Bank of Ireland, the Irish equivalent of the U.S. Federal Reserve.
He has overall responsibility for the portfolio management function for all of
BIAM's client base.

17
<PAGE>

GERALDINE DEIGHAN, an economics graduate of Trinity College, Dublin, with an
MBA from University College, Dublin. She joined Bank of Ireland in 1987.

JOHN O'CALLAGHAN, is a graduate of Trinity College, Dublin and is a
Chartered Financial Analyst. He joined Bank of Ireland in 1987.

PETER WOOD, joined Bank of Ireland in 1985 after spending five years with
another leading investment management firm. He is responsible for portfolio
construction.

The following individuals have served as members of a committee of fund
managers for the SELECT AGGRESSIVE GROWTH FUND since March 1994, with the
exception of Mr. Nicholas, who has served as a fund manager since the Fund's
inception in August 1992:

ARTHUR E. NICHOLAS, Partner and Chief Investment Officer at NACM, is the
co-founder of NACM. Prior to NACM, Mr. Nicholas was Managing Director and Chief
Investment Officer of Pacific Century Advisers. He was also associated with
Security Pacific Bank for over two years and with San Diego Trust & Savings Bank
for ten years.

LAWRENCE S. SPEIDELL is a Partner and Director of Global/Systematic
Portfolio Management at NACM. Prior to joining NACM in 1994, Mr. Speidell spent
ten years with Batterymarch Financial Management ("Batterymarch"). He was also
Senior Vice President and Portfolio Manager at Putnam Management Company from
1971 to 1983.

JOHN J. KANE, Senior Portfolio Manager, Global at NACM, has twenty-six years
of economic/ investment experience. Prior to NACM, Mr. Kane was employed by ARCO
Investment Management company and General Electric Company.

CRAIG R. OCCHIALINI, Vice President and Portfolio Manager, is a member of
the domestic portfolio management and research group at NACM. Prior to joining
NACM in 1991, Mr. Occhialini was employed by Wilshire Associates. Mr. Occhialini
has six years of investment experience.

The following individual has served as fund manager for the INVESTMENT GRADE
INCOME FUND since May 1994:

LISA M. COLEMAN, Vice President of AAM, was a Deputy Manager/Portfolio
Manager in the global fixed income area for Brown Brothers Harriman &
Company in New York prior to joining AAM in May 1994.

18
<PAGE>

The following individual has served as fund manager for the GOVERNMENT BOND
FUND since May 1995:

RICHARD J. LITCHFIELD, Assistant Vice President of AAM, was a
mortgage-backed securities analyst and trader at Keystone Investments, Inc.
prior to joining AAM in May 1995.

HOW ARE SHARES VALUED?

The net asset value of the shares of each Fund is determined once daily as
of the close of the New York Stock Exchange (the "Exchange") on each day on
which the Exchange is open for trading.

Unlike the Money Market Fund, which attempts to maintain a stable net asset
value, the net asset value of the other Funds will fluctuate.

TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

It is the policy of the Trust to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies so that the Trust will
not be subject to federal income tax on any net income and any capital gains to
the extent they are distributed or are deemed to have been distributed to
shareholders. Dividends out of net investment income will be declared and paid
quarterly in the case of the Growth Fund, Equity Index Fund, Investment Grade
Income Fund and Government Bond Fund; annually in the case of the Select
International Equity Fund and Select Aggressive Growth Fund; and daily in the
case of the Money Market Fund. Distributions of net capital gains, if any, for
the year are made annually. All dividends and capital gain distributions are
applied to purchase additional Fund shares at net asset value as of the payment
date. Fund shares are held by the Separate Accounts and any distributions are
automatically reinvested by the Separate Accounts. Tax consequences to investors
in the Separate Accounts which are invested in the Trust are described in the
prospectuses for such Accounts.

SALE AND REDEMPTION OF SHARES

Shares of the Funds are sold in a continuous offering and currently may be
purchased only by the Separate Accounts of First Allmerica or its subsidiaries.
The Separate Account is the funding mechanism for variable annuity contracts.
The Separate Account invests in shares of one or more of the Funds. Shares of
each Fund are sold at their net asset value as next computed after receipt of
the purchase order without the addition of any selling commission or "sales
load." The Distributor, Allmerica Investments, Inc., at its expense, may provide
promotional incentives to dealers that sell variable annuity contracts for which
the Funds serve as investment vehicles

19
<PAGE>

currently foresees any disadvantage, it is conceivable that in the future such
mixed funding may be disadvantageous for variable or group annuity policyowners
or variable premium life insurance policyowners ("Policyowners"). The Trustees
of the Trust intend to monitor events in order to identify any conflicts that
may arise between such Policyowners and to determine what action, if any, should
be taken in response thereto. If the Trustees were to conclude that separate
funds should be established for variable annuity, group annuity, and variable
premium life Separate Accounts, Allmerica Life will pay the attendant expenses.

HOW IS PERFORMANCE DETERMINED?

YIELDS AND TOTAL RETURNS QUOTED FOR THE FUNDS INCLUDE THE EFFECT OF
DEDUCTING THE FUNDS' EXPENSES, BUT MAY NOT INCLUDE CHARGES AND EXPENSES
ATTRIBUTABLE TO A PARTICULAR INSURANCE PRODUCT. SINCE SHARES OF THE FUNDS CAN BE
PURCHASED ONLY THROUGH A VARIABLE ANNUITY CONTRACT OR VARIABLE LIFE CONTRACT,
YOU SHOULD CAREFULLY REVIEW THE PROSPECTUS FOR THE SEPARATE ACCOUNTS FOR
INFORMATION ON RELEVANT CHARGES AND EXPENSES. INCLUDING THESE CHARGES IN THE
QUOTATIONS OF THE FUNDS' YIELD AND TOTAL RETURN WOULD HAVE THE EFFECT OF
DECREASING PERFORMANCE. PERFORMANCE INFORMATION FOR THE FUNDS MUST ALWAYS BE
ACCOMPANIED BY, AND BE REVIEWED WITH, PERFORMANCE INFORMATION FOR THE SEPARATE
ACCOUNTS WHICH INVEST IN THE FUNDS.

ORGANIZATION AND CAPITALIZATION OF THE TRUST

20
<PAGE>
shares). The rights accompanying Fund shares are legally vested in the Separate
Accounts. As a matter of policy, however, holders of variable premium life
insurance or variable annuity contracts funded through the Separate Accounts
have the right to instruct the Separate Accounts as to voting Fund shares on all
matters to be voted on by Fund shareholders. Voting rights of the participants
in the Separate Accounts are more fully set forth in the prospectus or offering
circular relating to the Separate Accounts. See "Organization of the Trust" in
the SAI for the definition of a "majority vote" of shareholders.

The Trust is not required to hold annual meetings of shareholders. The
Trustees or shareholders holding at least 10% of the outstanding shares may call
special meetings of shareholders.

FUND RECORDKEEPING AGENT

CUSTODIAN

Bankers Trust Company, 130 Liberty Street, New York, New York 10006, is the
Custodian of the securities and other assets of the Trust.

INVESTMENT RESTRICTIONS

CERTAIN INVESTMENT STRATEGIES AND POLICIES

REPURCHASE AGREEMENTS (APPLICABLE TO ALL FUNDS)

"WHEN-ISSUED" SECURITIES (APPLICABLE TO ALL FUNDS)

Each Fund may purchase securities on a when-issued or delayed delivery
basis. Delivery and payment normally take place 15 to 45 days after the
commitment to purchase. No income accrues on

21
<PAGE>
when-issued securities prior to delivery. Purchase of when-issued securities
involves the risk that yields available in the market when delivery occurs may
be higher than those available when the when-issued order is placed resulting in
a decline in the market value of the security. There is also the risk that under
some circumstances the purchase of when-issued securities may act to leverage
the Fund.

LENDING OF SECURITIES (APPLICABLE TO ALL FUNDS)

FOREIGN SECURITIES (APPLICABLE TO THE SELECT INTERNATIONAL EQUITY FUND, SELECT
AGGRESSIVE GROWTH FUND, GROWTH FUND AND EQUITY INDEX FUND)

Investments in foreign markets involve substantial risks not typically
associated with investing in the U. S., which should be carefully considered by
the investor. Such risks may include political and economic instability,
differing accounting and financial reporting standards, higher commission rates
on foreign portfolio transactions, less readily available public information
regarding issuers, potential adverse changes in tax and exchange control
regulations and the potential for restrictions on the flow of international
capital. Foreign securities also involve currency risks. Accordingly, the
relative strength of the U.S. dollar may be an important factor in the
performance of that Fund, depending on the extent of the Fund's foreign
investments. Some foreign securities exchanges may not be as developed or
efficient as those in the U.S. and securities traded on foreign securities
exchanges are generally subject to greater price volatility. There is also the
possibility of adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation and limitations on the removal of funds
or other assets. Investments in emerging countries involve exposure to economic
structures that are generally less diverse and mature than in the U. S., and to
political systems which may be less stable. In addition, securities of issuers
located in emerging countries may have limited market ability and may be subject
to more abrupt or erratic price fluctuations.

The Funds may buy or sell foreign currencies and foreign currency forward
contracts, options on foreign currencies and foreign currency futures contracts
and options thereon. Although such instruments may reduce the risk of loss due
to a decline in the value of the currency which is sold, they also limit any
possible gain which might result should the value of the currency increase. Such
instruments will be used primarily to protect the Fund from adverse currency
movements; however, they also involve the risk that anticipated currency
movements will not be accurately predicted, thus adversely affecting the Fund's
total return. See "Options and Futures Transactions."

The Funds' investments may include ADRs. For many foreign securities, there
are U.S. dollar-denominated ADRs which are traded in the United States on
exchanges or over the counter. ADRs represent the right to receive securities of
foreign issuers deposited in a domestic bank or a correspondent bank. An ADR may
be sponsored by the issuer of the underlying foreign security, or it may be
issued in unsponsored form. The holder of a sponsored ADR is likely to receive
more frequent and extensive financial disclosure concerning the foreign issuer
than the holder of an unsponsored ADR and will generally bear lower transaction
charges. The Funds may invest in both sponsored and unsponsored ADRs.

22
<PAGE>

RESTRICTED SECURITIES (APPLICABLE TO THE SELECT INTERNATIONAL EQUITY FUND AND
SELECT AGGRESSIVE GROWTH FUND)

The Funds also may purchase fixed-income securities that are not registered
under the Securities Act of 1933 ("1933 Act") ("restricted securities"), but can
be offered and sold to "qualified institutional buyers" under Rule 144A of the
1933 Act. However, each Fund will not invest more than 15% of its assets in
restricted securities (as defined in its investment restrictions) unless the
Trust's Board of Trustees determines, based upon a continuing review of the
trading markets for the specific restricted security, that such restricted
securities are liquid. The Board of Trustees has adopted guidelines and
delegated to the Manager the daily function of determining and monitoring
liquidity of restricted securities. The Board, however, will retain sufficient
oversight and be ultimately responsible for the determinations. Since it is not
possible to predict with assurance exactly how this market for restricted
securities sold and offered under Rule 144A will develop, the Board will
carefully monitor the Funds' investments in securities, focusing on such
important factors, among others, as valuation, liquidity and availability of
information. This investment practice could have the effect of increasing the
level of illiquidity in the Fund to the extent that qualified institutional
buyers become for a time uninterested in purchasing these restricted securities.
As a result, the Funds might not be able to sell these securities when their
Sub-Adviser wishes to do so, or might have to sell them at less than fair value.
In addition, market quotations are less readily available. Therefore, judgment
may at times play a greater role in valuing these securities than in the case of
unrestricted securities.

OPTIONS AND FUTURES TRANSACTIONS (APPLICABLE TO EACH FUND EXCEPT THE MONEY
MARKET FUND)

Through the writing and purchase of put and call options on its securities,
financial indices and foreign currencies and the purchase and sale of futures
contracts and related options with respect to securities and financial indices
in which it may invest, each Fund except the Money Market Fund may at times seek
to hedge against fluctuations in net asset value. Each Fund's ability to engage
in options and futures strategies will depend on the availability of liquid
markets in such instruments. It is impossible to predict the amount of trading
interest that may exist in various types of options or futures contracts.
Therefore, there is no assurance that the Funds will be able to utilize these
instruments effectively for the purposes stated above.

Risks inherent in the use of futures and options ("derivative instruments"),
include (1) the risk that interest rates, securities prices and currency markets
will not move in the directions anticipated; (2) imperfect correlation between
the price of derivative instruments and movements in the prices of the
securities, interest rates or currencies being hedged; (3) the fact that skills
needed to use these strategies are different from those needed to select
portfolio securities; (4) the possible absence of a liquid secondary market for
any particular instrument at any time; and (5) the possible need to defer
closing out certain hedged positions to avoid adverse tax consequences.

The Funds will purchase futures and options only on exchanges or boards of
trade when there appears to be an active secondary market, but there can be no
assurance that a liquid secondary market will exist for any futures or option at
any particular time.

A more detailed explanation of futures, options and other derivative
instruments, and the risks associated with them, is included in the SAI.

INVESTMENTS IN MONEY MARKET SECURITIES (APPLICABLE TO ALL FUNDS)

The Money Market Fund may hold uninvested cash reserves pending investment,
during temporary defensive periods or if, in the opinion of the Sub-Adviser,
suitable securities are not available for

23
<PAGE>
investment. Securities in which the Money Market Fund may invest may not earn as
high a level of current income as long-term, lower-quality securities which,
however, generally have less liquidity, greater market risk and more fluctuation
in market value.

ASSET-BACKED SECURITIES AND MORTGAGE-BACKED SECURITIES (APPLICABLE TO THE
INVESTMENT GRADE INCOME FUND AND GOVERNMENT BOND FUND)

The Funds may purchase asset-backed securities, which represent a
participation in, or are secured by and payable from, a stream of payments
generated by particular assets, frequently a pool of assets similar to one
another. Assets generating such payments include instruments such as motor
vehicle installment purchase obligations, credit card receivables and home
equity loans. Payment of principal and interest may be guaranteed for certain
amounts and time periods by a letter of credit issued by a financial institution
unaffiliated with the issuer of the securities. The estimated life of an
asset-backed security varies with the prepayment experience of the underlying
debt instruments. The rate of such prepayments, and hence the life of the
assetbacked security, will be primarily a function of current market rates,
although other economic and demographic factors will be involved. Under certain
interest rate and prepayment rate scenarios, the Funds may fail to recoup fully
their investment in asset-backed securities. Each Fund will not invest more than
10% of its total assets in asset-backed securities.

Mortgage-backed securities are in most cases "pass-through" instruments,
through which the holder receives a share of all interest and principal payments
from the mortgages underlying the certificate. Because the prepayment
characteristics of the underlying mortgages vary, it is not possible to predict
accurately the average life or realized yield of a particular issue of
pass-through certificates. During periods of declining interest rates,
prepayment of mortgages underlying mortgage-backed securities can be expected to
accelerate. When the mortgage obligations are prepaid, the Fund reinvests the
prepaid amounts in securities, the yield of which reflects interest rates
prevailing at the time. Moreover, prepayment of mortgages that underlie
securities purchased at a premium could result in losses.

The Funds also may invest in multiple class securities issued by U.S.
government agencies and instrumentalities such as Fannie Mae, Freddie Mac and
Ginnie Mae, including guaranteed collateralized mortgage obligations ("CMOs")
and Real Estate Mortgage Investment Conduit ("REMIC") pass-through or
participation certificates, when consistent with the Funds' investment
objectives, policies and limitations. A CMO is a type of bond secured by an
underlying pool of mortgages or mortgage pass-through certificates that are
structured to direct payments on underlying collateral to different series or
classes of obligations. A REMIC is a CMO that qualifies for special tax
treatment under the Internal Revenue Code and invests in certain mortgages
principally secured by interests in real property and other permitted
investments.

CMOs and guaranteed REMIC pass-through certificates ("REMIC Certificates")
issued by Fannie Mae, Freddie Mac and Ginnie Mae are types of multiple
pass-through securities. Investors may purchase beneficial interests in REMICs,
which are known as "regular" interests or "residual" interests. The Funds do not
currently intend to purchase residual interests in REMICS. The REMIC
Certificates represent beneficial ownership interests in a REMIC trust,
generally consisting of mortgage loans or Fannie Mae, Freddie Mac or Ginne Mae
guaranteed mortgage pass-through certificates. The obligations of Fannie Mae,
Freddie Mac or Ginnie Mae under their respective guaranty of the REMIC
Certificates are obligations solely of Fannie Mae, Freddie Mac or Ginnie Mae,
respectively.

24
<PAGE>
Fannie Mae REMIC Certificates are issued and guaranteed as to timely
distribution of principal and interest by Fannie Mae. In addition, Fannie Mae
will be obligated to distribute the principal balance of each class of REMIC
Certificates in full, whether or not sufficient funds are otherwise available.

For Freddie Mac REMIC Certificates, Freddie Mac guarantees the timely
payment of interest, and also guarantees the payment of principal as payments
are required to be made on the underlying mortgage participation certificates
("PCs"). PCs represent undivided interests in specified residential mortgages or
participation therein purchased by Freddie Mac and placed in a PC pool. With
respect to principal payments on PCs, Freddie Mac generally guarantees ultimate
collection of all principal of the related mortgage loans without offset or
deduction. Freddie Mac also guarantees timely payment of principal on certain
PCs referred to as "Gold PCs."

REMIC Certificates issued by Fannie Mae, Freddie Mac and Ginnie Mae are
treated as U. S. government securities for purposes of investment policies.
There can be no assurance that the United States government will provide
financial support to Fannie Mae, Freddie Mac or Ginnie Mae if necessary in the
future.

STRIPPED MORTGAGE-BACKED SECURITIES (APPLICABLE TO THE INVESTMENT GRADE INCOME
FUND AND GOVERNMENT BOND FUND)

SMBS are usually structured with two classes that receive different
proportions of the interest and principal distributions on a pool of mortgage
assets. One type of SMBS will have one class receiving some of the interest and
most of the principal from the mortgage assets, while the other class will
receive most of the interest and the remainder of the principal. In some cases,
one class will receive all of the interest (the interest-only or "IO" class),
while the other class will receive all of the principal (the principal-only or
"PO" class). The yield to maturity on an IO class is extremely sensitive to the
rate of principal payments (including prepayments on the related underlying
mortgage assets), and a rapid rate of principal payments may have a material
adverse effect on a portfolio yield to maturity from these securities. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, the Funds may fail to fully recoup their initial investment in these
securities even if the security is in one of the highest rating categories.
Certain SMBS may be deemed "illiquid" and subject to a Fund's limitations on
investment in illiquid securities. The market value of the PO class generally is
unusually volatile in response to changes in interest rates. The yields on a
class of SMBS that receives all or most of the interest from mortgage assets are
generally higher than prevailing market yields on other mortgage-backed
securities because their cash flow patterns are more volatile and there is a
greater risk that the initial investment will not be fully recouped. The Sub-
Adviser will seek to manage these risks (and potential benefits) by investing in
a variety of such securities and by using certain hedging techniques.

HEDGING TECHNIQUES AND INVESTMENT PRACTICES (APPLICABLE TO THE SELECT
INTERNATIONAL EQUITY FUND)

25
<PAGE>

currency) or by participating in options or futures contracts with respect to
such currency ("position hedge"). The Fund also could hedge that position by
selling a second currency, which is expected to perform similarly to the
currency in which portfolio investments are denominated for U.S. dollars ("proxy
hedge"). The Fund also may enter into a forward contract to sell the currency in
which the security is denominated for a second currency that is expected to
perform better relative to the U.S. dollar if its Sub-Adviser believes there is
a reasonable degree of correlation between movements in the two currencies
("cross-hedge"). As an operational policy, the Fund will not commit more than
10% of its assets to the consummation of cross-hedge contracts and will either
cover currency hedging transactions with liquid portfolio securities denominated
in the applicable currency or segregate high-grade, liquid assets in the amount
of such commitments. In addition, when the Fund anticipates repurchasing
securities denominated in a particular currency, the Fund may enter into a
forward contract to purchase such currency in exchange for the dollar or another
currency ("anticipatory hedge").

These strategies minimize the effect of currency appreciation as well as
depreciation, but do not protect against a decline in the underlying value of
the hedged security. In addition, such strategies may reduce or eliminate the
opportunity to profit from increases in the value of the original currency and
may adversely impact the Fund's performance if its Sub-Adviser's projection of
future exchange rates is inaccurate.

26
<PAGE>

APPENDIX

Description of Moody's Investors Service, Inc. ("Moody's") and Standard &
Poor's Ratings Service, a division of McGraw-Hill Companies, Inc. ("S&P")
commercial paper and bond ratings:

COMMERCIAL PAPER RATINGS

MOODY'S EMPLOYS THREE DESIGNATIONS, ALL JUDGED TO BE INVESTMENT GRADE, TO
INDICATE THE RELATIVE REPAYMENT CAPACITY OF RATED ISSUERS. THE TWO HIGHEST
DESIGNATIONS ARE AS FOLLOWS:

-- Leading market positions in well-established industries.

-- High rates of return on funds employed.

-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.

-- Broad margins in earnings coverage of fixed financial charges and
high internal cash generation.

-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

A-2 -- Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

MUNICIPAL OBLIGATIONS

MIG-2 -- This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.

27
<PAGE>

DESCRIPTION OF MOODY'S BOND RATINGS

Those bonds within the Aa, A, Baa, Ba and B categories that Moody's believes
possess the strongest credit attributes within those categories are designated
by the symbols Aa1, A1, Baa1, Ba1 and B1.

DESCRIPTION OF S&P'S DEBT RATINGS

AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in a small degree.

28
<PAGE>

PLUS (+) OR (-): The ratings from AA to CCC may be modified by the addition
of a plus or minus sign to show relative standing within the major categories.

29
<PAGE>
ALLMERICA INVESTMENT TRUST
440 Lincoln Street
Worcester, Massachusetts 01653
(508) 855-1000

Allmerica Investment Trust (the "Trust") is a professionally managed,
open-end investment company designed to provide the underlying investment
vehicles for insurance related accounts. The investment objectives of the two
separate portfolios of the Trust (collectively, the "Funds", and, individually,
the "Fund") currently offered by this Prospectus are as follows:

SELECT INTERNATIONAL EQUITY FUND seeks maximum long-term total return
(capital appreciation and income) primarily by investing in common stocks of
established non-U.S. companies.

SELECT AGGRESSIVE GROWTH FUND seeks above-average capital appreciation by
investing primarily in common stocks of companies which are believed to have
significant potential for capital appreciation.

Currently, shares of each Fund may only be purchased by separate accounts
("Separate Accounts") established by First Allmerica Financial Life Insurance
Company ("First Allmerica") for the purpose of funding group annuity contracts
issued by First Allmerica. The offering circular for the Separate Accounts
should be read in conjunction with this Prospectus.

This Prospectus sets forth concisely the information about the Trust that a
prospective investor ought to know before investing. Certain additional
information is contained in a Statement of Additional Information ("SAI") dated
April 29, 1996, which has been filed vith the Securities and Exchange
Commission, is incorporated herein by reference and is available upon request,
without charge, from the Trust, 440 Lincoln Street, Worcester, MA 01653, (508)
855-1000.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

DATED APRIL 29, 1996

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
FINANCIAL HIGHLIGHTS................................................................... 3
HOW ARE THE FUNDS MANAGED?............................................................. 4
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?....................................... 4
Select International Equity Fund................................................... 5
Select Aggressive Growth Fund...................................................... 5
MANAGEMENT FEES AND EXPENSES........................................................... 6
FUND MANAGER INFORMATION............................................................... 8
HOW ARE SHARES VALUED?................................................................. 8
TAXES AND DISTRIBUTIONS TO SHAREHOLDERS................................................ 9
SALE AND REDEMPTION OF SHARES.......................................................... 9
HOW IS PERFORMANCE DETERMINED?......................................................... 9
ORGANIZATION AND CAPITALIZATION OF THE TRUST........................................... 10
INVESTMENT RESTRICTIONS................................................................ 10
CERTAIN INVESTMENT STRATEGIES AND POLICIES............................................. 11
APPENDIX............................................................................... 14
</TABLE>

2
<PAGE>
FINANCIAL HIGHLIGHTS

The following financial highlights have been audited by Price Waterhouse
LLP, independent accountants of the Trust. This information should be read in
conjunction with the financial statements and notes thereto which appear in the
Policyholders' Annual Report ("Annual Report") for the year ended December 31,
1995, and which are incorporated by reference in the Funds' SAI. Further
information about the performance of the Trust is contained in the Annual Report
which may be obtained without charge from the Trust, 440 Lincoln Street,
Worcester, MA 01653, (508) 855-1000.

ALLMERICA INVESTMENT TRUST
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR

<TABLE>
<CAPTION>
SELECT INTERNATIONAL
EQUITY FUND SELECT AGGRESSIVE
------------------------ GROWTH FUND
------------------------------------------------
YEAR ENDED DECEMBER 31,
YEAR ENDED DECEMBER 31,
------------------------ ------------------------------------------------
1995 1994 (1) 1995 1994 1993 1992 (2)
-------- ----------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of year........... $ 0.963 $ 1.000 $ 1.397 $ 1.431 $ 1.197 $ 1.000
-------- ----------- -------- -------- ----------- -----------
Income from Investment Operations:
Net investment income (loss)............... 0.013 0.003(A) (0.001) (0.002) 0.001(B) 0.001(B)
Net realized and unrealized gain (loss) on
investments............................... 0.176 (0.038) 0.452 (0.032) 0.234 0.197
-------- ----------- -------- -------- ----------- -----------
Total from Investment Operations......... 0.189 (0.035) 0.451 (0.034) 0.235 0.198
-------- ----------- -------- -------- ----------- -----------
Less Distributions:
Dividends from net investment income....... (0.011) (0.001) -- -- (0.001) (0.001)
Distributions from net realized capital
gains..................................... (0.005) (0.001) -- -- -- --
-------- ----------- -------- -------- ----------- -----------
Total Distributions...................... (0.016) (0.002) -- -- (0.001) (0.001)
-------- ----------- -------- -------- ----------- -----------
Net increase (decrease) in net asset value... 0.173 (0.037) 0.451 (0.034) 0.234 0.197
-------- ----------- -------- -------- ----------- -----------
Net Asset Value, End of year................. $ 1.136 $ 0.963 $ 1.848 $ 1.397 $ 1.431 $ 1.197
-------- ----------- -------- -------- ----------- -----------
-------- ----------- -------- -------- ----------- -----------
Total Return (C)............................. 19.63% (3.49)%* 32.28% (2.31)% 19.51% 19.85%*
Ratios/Supplemental Data:
Net Assets, End of year (000's).............. $104,312 $ 40,498 $254,872 $136,573 $ 66,251 $ 9,270
Ratios to average net assets:
Net investment income (loss)............... 1.68% 0.87%+ (0.07)% (0.21)% 0.10% 0.34%+
Operating expenses......................... 1.24% 1.50%+(A) 1.09% 1.16% 1.19%(B) 1.35%+(B)
Gross management fee....................... 1.00% 1.00%+ 1.00% 1.00% 1.00% N/A
Net management fee......................... 1.00% 0.72%+ 1.00% 1.00% 0.96% N/A
Portfolio Turnover Rate...................... 24% 19% 104% 100% 76% 33%
</TABLE>

- ------------------------------

+ Annualized

* Not Annualized

(1) The Fund commenced operations on May 2, 1994.

(2) The Fund commenced operations on August 21, 1992.

(C) Total Return does not reflect fees charged at the Separate Account level.
Refer to the prospectus of the specific insurance product for such fee
information.

See Notes to Financial Statements

3
<PAGE>
HOW ARE THE FUNDS MANAGED?

The overall responsibility for the supervision of the affairs of the Trust
vests in the Board of Trustees of the Trust who meet on a quarterly basis.
Allmerica Investment Management Company, Inc. (the "Manager") is responsible for
the management of the Trust's day-to-day business affairs and has general
responsibility for the management of the investments of the Funds. The Manager,
at its expense, has contracted with certain Sub-Advisers to manage the
investments of the Funds subject to the requirements of the Investment Company
Act of 1940 (the "1940 Act").

The Manager has entered into Sub-Adviser Agreements for the management of
the investments of each of the Funds. The Sub-Advisers, who have been selected
on the basis of various factors, including management experience, investment
techniques and staffing, are each authorized to engage in portfolio transactions
on behalf of the applicable Funds subject to such general or specific
instructions as may be given by the Trustees and/or the Manager. The terms of a
Sub-Adviser Agreement cannot be changed without the approval of a majority
interest of the shareholders of the affected Fund. The Sub-Advisers have been
selected by the Manager and the Trustees in consultation with Rogers, Casey &
Associates ("Rogers, Casey"), a leading pension consulting firm. The cost of
such consultation is borne by the Manager.

Rogers, Casey provides consulting services to pension plans representing
over $150 billion in total assets and, in its consulting capacity, monitors the
investment performance of over 1,000 investment advisers. From time to time
specific clients of Rogers, Casey and the Sub-Advisers will be provided in sales
materials. At times, Rogers, Casey assists in the development of asset
allocation strategies which may be used by shareholders in the diversification
of their portfolio across different asset classes.

Ongoing performance of the independent Sub-Advisers is reviewed and
evaluated by a committee whose members may be senior officers of First
Allmerica, its affiliates or the Manager and an independent consultant.
Combined, the committee has over 150 years of investment experience. Historical
performance data for all of the Funds is set forth in the "Financial Highlights"
tables on Page 3. The Manager is solely responsible for the payment of all fees
to the Sub-Advisers. The Sub-Advisers for each of the Funds are as follows:

<TABLE>
<S> <C>
Select International Equity Fund Bank of Ireland Asset Management (U.S.) Limited
Select Aggressive Growth Fund Nicholas-Applegate Capital Management
</TABLE>

For a sample listing of the Sub-Advisers' clients, see "Investment
Management and Other Services" in the SAI. For more information on each of the
Sub-Advisers see "What Are the Investment Objectives and Policies?" and "Fund
Manager Information."

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?

4
<PAGE>

Each Fund may invest up to 15% of its assets in securities which are
illiquid because they are subject to restriction on resale or for which market
quotations are not readily available. The Select Aggressive Growth Fund may
invest up to 25 % of its assets in foreign securities (not including its
investments in American Depositary Receipts ("ADRs")) and the Select
International Equity Fund may invest any percentage of its assets in foreign
securities. See "Certain Investment Strategies and Policies." Each Fund also may
invest in fixed-income securities. Fixed-income securities rated in the fourth
highest grade by Moody's Investors Service, Inc. ("Moody's") or Standard &
Poor's Ratings Service, a division of McGraw-Hill Companies, Inc. ("S&P") (Baa
and BBB, respectively) are investment grade but are considered to have some
speculative characteristics. For more information concerning the rating
categories of fixed-income securities see the Appendix.

SELECT INTERNATIONAL EQUITY FUND

SUB-ADVISER: Bank of Ireland Asset Management (U.S.) Limited ("BIAM")
serves as Sub-Adviser for the Select International Equity Fund. BIAM is an
indirect wholly-owned subsidiary of Bank of Ireland. Its main offices are at 26
Fitzwilliam Place, Dublin 2, Ireland. Its U.S. offices are at Two Greenwich
Plaza, Greenwich, C T 06830. Bank of Ireland provides investment management
services through a network of sister companies, including BIAM which represents
North American clients. As of December 31, 1995, Bank of Ireland managed
approximately $15 billion in global securities for Irish, United Kingdom,
European and U.S. clients.

INVESTMENT POLICIES: To achieve its objective, the Select International
Equity Fund will invest primarily in common stocks of established non-U.S.
companies. Under normal market conditions, at least 65 % of the Fund's total
assets will be invested in the securities of companies domiciled in at least
five foreign countries, not including the United States. The Fund may also
acquire fixed income debt securities. It will do so, at the discretion of BIAM,
primarily for defensive purposes.

The Fund's investments may include ADRs which may be sponsored or
unsponsored by the underlying issuer. The Fund may also utilize European
Depositary Receipts ("EDRs"), which are similar to ADRs, in bearer form,
designed for use in the European securities markets and Global Depositary
Receipts ("GDRs"). Investments in foreign securities carry additional risks not
present in domestic securities. See "Certain Investment Strategies and
Policies-Foreign Securities. " The Fund may, for hedging purposes, engage in the
options and futures strategies described under "Certain Investment Strategies
and Policies." Certain state insurance regulations may impose additional
restrictions on the Fund's holdings of foreign securities.

For the fiscal year ended December 31, 1995, the portfolio turnover rate for
the Fund was 24%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

SELECT AGGRESSIVE GROWTH FUND

5
<PAGE>

corporate employee benefit funds, public employee retirement plans, foundations
and endowment funds, investment companies and individuals. Founded in 1984, NACM
is located at 600 West Broadway, Suite 2900, San Diego, California 92101.

At any given point a substantial portion of the Fund's equity investments
may be in securities which are not listed for trading on national securities
exchanges and which, although publicly traded, may be less liquid than
securities issued by larger, more seasoned companies which trade on national
securities exchanges. Up to 15% of the Fund's assets may be invested in
restricted or illiquid securities.

MANAGEMENT FEES AND EXPENSES

6
<PAGE>
under the Securities Act of 1933, other fees payable to the Securities and
Exchange Commission, independent accountant fees, legal and custodian fees,
association membership dues, taxes, interest, insurance premiums, brokerage
commissions, fees and expenses of the Trustees who are not affiliated with the
Manager, expenses for proxies, prospectuses, and reports to shareholders, Fund
recordkeeping expenses and other expenses. The Manager has voluntarily agreed to
absorb any charges and expenses associated with Fund recordkeeping that exceed
0.10% of a Fund's average net assets.

For its services to the Select International Equity Fund and the Select
Aggressive Growth Fund, the Manager receives fees computed daily at an annual
rate of 1.00% of the average daily net asset value of each such Fund.

The Manager is solely responsible for the payment of all fees to the
Sub-Advisers. For its services, BIAM will receive a fee computed daily at an
annual rate based on the average daily net assets of the Select International
Equity Fund, under the following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
- ----------------------------------------------------------------------------------------------- ---------
<S> <C>
First $50 Million.............................................................................. 0.45%
Next $50 Million............................................................................... 0.40%
Over $100 Million.............................................................................. 0.30%
</TABLE>

BIAM's fee varies according to the level of assets in the Select
International Equity Fund, which will reduce the fees paid by the Manager as
Fund assets grow, but will not reduce the operating expenses of such Fund.

The Manager pays NACM a fee computed daily at an annual rate of 0.60% of the
average daily net asset value of the Select Aggressive Growth Fund.

For the fiscal year ended December 31, 1995, each Fund paid the Manager
gross fees before reimbursement at a rate of 1.00% of such Fund's average daily
net assets.

The following table shows voluntary expense limitations which the Manager
has declared for each Fund and the operating expenses incurred for the fiscal
year ended December 31, 1995 for each Fund.

PERCENTAGE OF AVERAGE DAILY NET ASSETS

<TABLE>
<CAPTION>
VOLUNTARY EXPENSE
FUND LIMITATIONS OPERATING EXPENSES
- ------------------------------------------------------ --------------------- ---------------------
<S> <C> <C>
Select International Equity Fund...................... 1.50% 1.24%
Select Aggressive Growth Fund......................... 1.35% 1.09%
</TABLE>

The Manager will voluntarily reimburse its fees and any expenses above the
expense limitations. The expense limitations are voluntary and may be removed at
any time after a Fund's first fiscal year of operation without prior notice to
existing shareholders. As shown above, both Funds are within expense limitations
for the year ended December 31, 1995. The Manager reserves the right to recover
from a Fund any fees, within a current fiscal year period, which were reimbursed
in that same year to the extent that total annual expenses did not exceed the
applicable expense limitation. Non-recurring and extraordinary expenses are
generally excluded in the determination of expense ratios of the Funds for
determining any required expense reimbursement. Quotations of yield or total
return for any period when an expense limitation is in effect will be greater
than if the limitation had not been in effect.

7
<PAGE>
FUND MANAGER INFORMATION

The following individuals are primarily responsible for the day-to-day
management of the particular Funds as indicated below:

The following portfolio managers are involved in the investment process
utilized for the SELECT INTERNATIONAL EQUITY FUND:

GERALDINE DEIGHAN, an economics graduate of Trinity College, Dublin,
with an MBA from University College, Dublin. She joined Bank of Ireland in
1987.

JOHN O'CALLAGHAN, is a graduate of Trinity College, Dublin and is a
Chartered Financial Analyst. He joined Bank of Ireland in 1987.

PETER WOOD, joined Bank of Ireland in 1985 after spending five years
with another leading investment management firm. He is responsible for
portfolio construction.

LAWENCE S. SPEIDELL is a Partner and Director of Global/Systematic
Portfolio Management at NACM. Prior to joining NACM in 1994, Mr. Speidell
spent ten years with Batterymarch Financial Management ("Batterymarch"). He
was also Senior Vice President and Portfolio Manager at Putnam Management
Company from 1971 to 1983.

HOW ARE SHARES VALUED

The net asset value of the shares of each Fund is determined once daily as
of the close of the New York Stock Exchange (the "Exchange") on each day on
which the Exchange is open for trading.

8
<PAGE>
maturity of 60 days or less are valued at amortized cost when it is determined
that amortized cost approximates fair value. Short-term obligations of Funds
having a remaining maturity of more than 60 days are marked to market based upon
readily available market quotations for such obligations or similar securities.

The net asset value of the Funds will fluctuate.

TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

It is the policy of the Trust to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies so that the Trust will
not be subject to federal income tax on any net income and any capital gains to
the extent they are distributed or are deemed to have been distributed to
shareholders. Dividends out of net investment income will be declared and paid
annually. Distributions of net capital gains, if any, for the year are made
annually. All dividends and capital gain distributions are applied to purchase
additional Fund shares at net asset value as of the payment date. Fund shares
are held by the Separate Accounts and any distributions are automatically
reinvested by the Separate Accounts. Tax consequences to investors in the
Separate Accounts which are invested in the Trust are described in the
prospectus or offering circular for such Accounts.

SALE AND REDEMPTION OF SHARES

Shares of the Funds are sold in a continuous offering and currently may be
purchased only by Separate Accounts established by First Allmerica. The Separate
Accounts are the funding mechanisms for group annuity contracts. The Separate
Accounts invest in shares of one or more of the Funds. Shares of each Fund are
sold at their net asset value as next computed after receipt of the purchase
order without the addition of any selling commission or "sales load".

Shares of the Trust are also currently being issued to Separate Accounts of
Allmerica Financial Life Insurance and Annuity Company ("Allmerica Life"), a
subsidiary of First Allmerica, First Allmerica and other subsidiaries of First
Allmerica which issue variable or group annuity policies or variable premium
life insurance policies ("mixed funding"). Although neither Allmerica Life nor
the Trust currently foresees any disadvantage, it is conceivable that in the
future such mixed funding may be disadvantageous for variable or group annuity
policyowners or variable premium life insurance policyowners ("Policyowners").
The Trustees of the Trust intend to monitor events in order to identify any
conflicts that may arise between such Policyowners and to determine what action,
if any, should be taken in response thereto. If the Trustees were to conclude
that separate funds should be established for variable annuity, group annuity,
and variable premium life separate accounts, Allmerica Life will pay the
attendant expenses.

The Trust redeems shares of each Fund at their net asset value as next
computed after receipt of the request for redemption. The redemption price may
be more or less than the shareholder's cost. No fee is charged by the Trust on
redemption. The group contracts funded through the Separate Accounts are sold
subject to certain fees and charges which may include sales and redemption
charges, described in the prospectus or offering circular for such Separate
Account.

HOW IS PERFORMANCE DETERMINED?

A Fund's "yield" is calculated by dividing the Fund's annualized net
investment income per share during a recent 30-day period by the net asset value
per share on the last day of that period.

9
<PAGE>
Total returns are based on the overall dollar or percentage change in value
of a hypothetical investment in a Fund assuming all dividends and capital gain
distributions are reinvested. Cumulative total return reflects the Fund's
performance over a stated period of time. Average annual total return reflects
the hypothetical annually compounded return that would have produced the same
cumulative return if the Fund's performance had been constant over the entire
period. Because average annual returns tend to smooth out variations in the
Fund's return, they are not the same as actual year-by-year results.

YIELDS AND TOTAL RETURNS QUOTED FOR THE FUNDS INCLUDE THE EFFECT OF
DEDUCTING THE FUNDS' EXPENSES, BUT MAY NOT INCLUDE CHARGES AND EXPENSES
ATTRIBUTABLE TO A PARTICULAR INSURANCE PRODUCT. SINCE SHARES OF THE FUNDS CAN BE
PURCHASED ONLY THROUGH A GROUP ANNUITY, YOU SHOULD CAREFULLY REVIEW THE OFFERING
CIRCULAR FOR THE SEPARATE ACCOUNTS FOR INFORMATION ON RELEVANT CHARGES AND
EXPENSES. INCLUDING THESE CHARGES IN THE QUOTATIONS OF THE FUNDS' YIELD AND
TOTAL RETURN WOULD HAVE THE EFFECT OF DECREASING PERFORMANCE. PERFORMANCE
INFORMATION FOR THE FUNDS MUST ALWAYS BE ACCOMPANIED BY, AND BE REVIEWED WITH,
PERFORMANCE INFORMATION FOR THE SEPARATE ACCOUNTS WHICH INVEST IN THE FUNDS.

ORGANIZATION AND CAPITALIZATION OF THE TRUST

The Trust has an unlimited authorized number of shares of beneficial
interest which may be divided into an unlimited number of series of such shares,
and which are presently divided into twelve series of shares, one series
underlying each Fund. The two Funds described in this Prospectus may be
purchased by the Separate Accounts established by First Allmerica. The Trust's
shares are entitled to one vote per share (with proportional voting for
fractional shares). The rights accompanying Fund shares are legally vested in
the Separate Accounts. As a matter of policy, however, holders of group annuity
contracts funded through the Separate Accounts have the right to instruct the
Separate Accounts as to voting Fund shares on all matters to be voted on by Fund
shareholders. Voting rights of the participants in the Separate Accounts are
more fully set forth in the prospectus or offering circular relating to those
Accounts. See "Organization of the Trust" in the SAI for a definition of a
"majority vote" of shareholders.

The Trust is not required to hold annual meetings of shareholders. The
Trustees or shareholders holding at least 10% of the outstanding shares may call
special meetings of shareholders.

FUND RECORDKEEPING AGENT

CUSTODIAN

Bankers Trust Company, 130 Liberty Street, New York, New York 10006, is the
Custodian of the investment securities and other assets of the Trust.

INVESTMENT RESTRICTIONS

10
<PAGE>
2. As to 75% of the value of its total assets, no Fund will invest more
than 5% of the value of its total assets in the securities of any one issuer
(other than securities issued by or guaranteed as to principal or interest
by the United States Government or any agency or instrumentality thereof) or
acquire more than 10% of the voting securities of any issuer. The remaining
25% of assets may be invested in the securities of one or more issuer
without regard to such limitations.

CERTAIN INVESTMENT STRATEGIES AND POLICIES

REPURCHASE AGREEMENTS (APPLICABLE TO BOTH FUNDS)

Each Fund may invest in repurchase agreements, under which the Fund acquires
ownership of a security (ordinarily U.S. Government Securities) but the seller
agrees, at the time of sale, to purchase the security at a mutually agreed upon
time and price. Should any seller of a repurchase agreement fail to repurchase
the underlying security, or should any seller become insolvent or involved in a
bankruptcy proceeding, a Fund could incur disposition costs and losses.
Repurchase agreements maturing in more than seven days are subject to the 15%
limit on illiquid securities.

"WHEN-ISSUED" SECURITIES (APPLICABLE TO BOTH FUNDS)

LENDING OF SECURITIES (APPLICABLE TO BOTH FUNDS)

FOREIGN SECURITIES (APPLICABLE TO BOTH FUNDS)

Investments in foreign markets involve substantial risks not typically
associated with investing in the U. S. which should be carefully considered by
the investor. Such risks may include political and economic instability,
differing accounting and financial reporting standards, higher commission rates
on foreign portfolio transactions, less readily available public information
regarding issuers, potential adverse changes in tax and exchange control
regulations and the potential for restrictions on the flow cf international
capital. Foreign securities also involve currency risks. Accordingly, the
relative strength of the U.S. dollar may be an important factor in the
performance of that Fund, depending on the extent of such Fund's foreign
investments. Some foreign securities exchanges may not be as developed or
efficient as those in the U.S. and securities traded on foreign securities
exchanges are generally subject to greater price volatility. There is also the
possibility of adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation and limitations on the removal of funds
or other assets. Investments in emerging countries involve exposure to economic

11
<PAGE>
structures that are generally less diverse and mature than in the U. S., and to
political systems which may be less stable. In addition, securities of issuers
located in emerging countries may have limited marketability and may be subject
to more abrupt or erratic price fluctuations.

Each Fund may buy or sell foreign currencies and foreign currency forward
contracts, options on foreign currencies and foreign currency futures contracts
and options thereon. Although such instruments may reduce the risk of loss due
to a decline in the value of the currency that is sold, they also limit any
possible gain which might result should the value of the currency increase. Such
instruments will be used primarily to protect a Fund from adverse currency
movements, however, they also involve the risk that anticipated currency
movements will not be accurately predicted, thus adversely affecting a Fund's
total return. See "Options and Futures Transactions."

The Funds' investments may include ADRs. For many foreign securities, there
are U.S. dollar-denominated ADRs which are traded in the United States on
exchanges or over the counter. ADRs represent the right to receive securities of
foreign issuers deposited in a domestic bank or a correspondent bank. An ADR may
be sponsored by the issuer of the underlying foreign security, or it may be
issued in unsponsored form. The holder of a sponsored ADR is likely to receive
more frequent and extensive financial disclosure concerning the foreign issuer
than the holder of an unsponsored ADR and will generally bear lower transaction
charges. The Funds will invest in both sponsored and unsponsored ADRs. The
Select International Equity Fund also may utilize EDRs, which are designed for
use in European securities markets and also may invest in GDRs.

OPTIONS AND FUTURES TRANSACTIONS (APPLICABLE TO BOTH FUNDS)

Through the writing and purchase of put and call options on its securities,
financial indices and foreign currencies and the purchase and sale of futures
contracts and related options with respect to securities and financial indices
in which it may invest, each Fund may at times seek to hedge against
fluctuations in net asset value. Each Fund's ability to engage in options and
futures strategies will depend on the availability of liquid markets in such
instruments. It is impossible to predict the amount of trading interest that may
exist in various types of options or futures contracts. Therefore, there is no
assurance that a Fund will be able to utilize these instruments effectively for
the purposes stated above.

Risks inherent in the use of futures and options ("derivative instruments")
include (1) the risk that interest rates, securities prices and currency markets
will not move in the directions anticipated; (2) imperfect correlation between
the price of derivative instruments and movements in the prices of the
securities, interest rates or currencies being hedged; (3) the fact that skills
needed to use these strategies are different from those needed to select
portfolio securities; (4) the possible absence of a liquid secondary market for
any particular instrument at any time; and (5) the possible need to defer
closing out certain hedged positions to avoid adverse tax consequences.

A more detailed explanation of futures, options, and other derivative
instruments, and the risks associated with them, is included in the SAI.

RESTRICTED SECURITIES (APPLICABLE TO BOTH FUNDS)

The Funds may purchase fixed-income securities that are not registered under
the Securities Act of 1933 ("1933 Act") ("restricted securities"), but can be
offered and sold to "qualified institutional buyers" under Rule 144A of the 1933
Act. However, each Fund will not invest more than 15% of its assets in
restricted securities (as defined in its investment restrictions) unless the
Funds' Board of

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Trustees determines, based upon a continuing review of the trading markets for
the specific restricted security, that such restricted securities are liquid.
The Board of Trustees has adopted guidelines and delegated to the Manager the
daily function of determining and monitoring liquidity of restricted securities.
The Board, however, will retain sufficient oversight and be ultimately
responsible for the determinations. Since it is not possible to predict with
assurance exactly how this market for restricted securities sold and offered
under Rule 144A will develop, the Board will carefully monitor the Funds'
investments in securities, focusing on such important factors, among others, as
valuation, liquidity and availability of information. This investment practice
could have the effect of increasing the level of illiquidity in the Funds to the
extent that qualified institutional buyers become for a time uninterested in
purchasing these restricted securities. As a result, the Funds might not be able
to sell these securities when their Sub-Adviser wishes to do so, or might have
to sell them at less than fair value. In addition, market quotations are less
readily available. Therefore judgment may at times play a greater role in
valuing these securities than in the case of unrestricted securities.

INVESTMENTS IN MONEY MARKET SECURITIES (APPLICABLE TO BOTH FUNDS)

Each Fund may hold at least a portion of its assets in cash equivalents or
money market instruments. There is always the risk that the issuer of a money
market instrument may be unable to make payment upon maturity.

FOREIGN CURRENCY HEDGING TECHNIQUES AND INVESTMENT PRACTICES (APPLICABLE TO THE
SELECT INTERNATIONAL EQUITY FUND)

The Select International Equity Fund may employ certain strategies in order
to manage exchange rate risks. For example, the Fund may hedge some or all of
its investments denominated in a foreign currency against a decline in the value
of that currency. The Fund may enter into contracts to sell that foreign
currency for U.S. dollars (not exceeding the value of the Fund's assets
denominated in that currency) or by participating in options or futures
contracts with respect to such currency ("position hedge"). The Fund also could
hedge that position by selling a second currency, which is expected to perform
similarly to the currency in which portfolio investments are denominated, for
U.S. dollars ("proxy hedge"). The Fund also may enter into a forward contract to
sell the currency in which the security is denominated for a second currency
that is expected to perform better relative to the U.S. dollar if its
Sub-Adviser believes there is a reasonable degree of correlation between
movements in the two currencies ("cross-hedge"). As an operational policy, the
Fund will not commit more than 10% of its assets to the consummation of
cross-hedge contracts and will either cover currency hedging transactions with
liquid portfolio securities denominated in the applicable currency or segregate
high-grade, liquid assets in the amount of such commitments. In addition, when
the Fund anticipates purchasing securities denominated in a particular currency,
the Fund may enter into a forward contract to purchase such currency in exchange
for the dollar or another currency ("anticipatory hedge").

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APPENDIX

Description of Moody's Investors Service, Inc. ("Moody's") and Standard and
Poor's Ratings Service, a division of McGraw-Hill Companies, Inc. ("S&P")
commercial paper and bond ratings:

COMMERCIAL PAPER RATINGS

MOODY'S EMPLOYS THREE DESIGNATIONS, ALL JUDGED TO BE INVESTMENT GRADE, TO
INDICATE THE RELATIVE REPAYMENT CAPACITY OF RATED ISSUERS. THE TWO HIGHEST
DESIGNATIONS ARE AS FOLLOWS:

Issuers rated Prime- 1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations.
Prime-l repayment capacity will normally be evidenced by the following
characteristics:

-- Leading market positions in well-established industries.

-- High rates of return on funds employed

-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection

-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Issuers rated Prime-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This normally will
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

A-2 -- Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

MUNICIPAL OBLIGATIONS

Moody's ratings for state and municipal and other short-term obligations
will be designated Moody's Investment Grade ("MIG"). This distinction is in
recognition of the differences between short-term credit risk and long-term
risk. Factors affecting the liquidity of the borrower are uppermost in
importance in short-term borrowing, while various factors of the first
importance in long-term borrowing risk are of lesser importance in the long run.
Symbols used will be as following

MIG-2 -- This designation denotes high quality. Margins of protection
are ample although not so large as in the preceding group.

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to the fact that the source of payment may be limited to the external liquidity
with no or limited legal recourse to the issuer in the event the demand is not
met. VMIG- 1 and VMIG-2 ratings carry the same definitions as MIG-1 and MIG-2,
respectively.

DESCRIPTION OF MOODY'S BOND RATINGS

AAA -- Bonds that are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge. " Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Those bonds within Aa, A and Baa categories that Moody's believes possess
the strongest credit attributes within those categories are designated by the
symbols Aa1, A1 and Baa1.

DESCRIPTION OF S&P'S DEBT RATINGS

AAA -- Debt rated AAA has the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from AAA issues only in a small degree.

PLUS (+) OR (-): The ratings from AA to BBB may be modified by the addition
of a plus or minus sign to show relative standing within the major categories.

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ALLMERICA INVESTMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION

THIS STATEMENT OF ADDITIONAL INFORMATION ("SAI") IS NOT A PROSPECTUS. IT
SHOULD BE READ IN CONJUNCTION WITH THE APPLICABLE PROSPECTUS OF ALLMERICA
INVESTMENT TRUST DATED APRIL 29, 1996. THE APPLICABLE PROSPECTUS MAY BE OBTAINED
FROM ALLMERICA INVESTMENT TRUST, 440 LINCOLN STREET, WORCESTER, MASSACHUSETTS
01653, (508) 855-1000.

DATED: APRIL 29, 1996

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
GENERAL INFORMATION....................................................... 3
INVESTMENT OBJECTIVES AND POLICIES........................................ 3
INVESTMENT RESTRICTIONS................................................... 6
INVESTMENT TECHNIQUES..................................................... 7
PORTFOLIO TURNOVER........................................................ 17
PERFORMANCE............................................................... 17
MANAGEMENT OF ALLMERICA INVESTMENT TRUST.................................. 21
CONTROL PERSON AND PRINCIPAL HOLDER OF SECURITIES......................... 23
INVESTMENT MANAGEMENT AND OTHER SERVICES.................................. 23
BROKERAGE ALLOCATION...................................................... 26
PURCHASE, REDEMPTION, AND PRICING OF SECURITIES BEING OFFERED............. 27
ORGANIZATION OF THE TRUST................................................. 29
FINANCIAL STATEMENTS...................................................... 30
</TABLE>

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GENERAL INFORMATION

Allmerica Investment Trust (the "Trust") is an open-end, diversified series
investment company designed to provide the underlying investment vehicle for
various separate investment accounts established by First Allmerica Financial
Life Insurance Company ("First Allmerica") or Allmerica Financial Life Insurance
and Annuity Company ("Allmerica Life"), an indirect wholly-owned subsidiary of
First Allmerica. Shares of the Trust are not offered to the general public but
solely to such separate investment accounts ("Separate Accounts").

The Trust is a Massachusetts business trust established on October 11, 1984.
It currently is comprised of twelve different portfolios: Select International
Equity Fund, Select Aggressive Growth Fund, Select Capital Appreciation Fund,
Small Cap Value Fund, Select Growth Fund, Growth Fund, Select Growth and Income
Fund, Equity Index Fund, Investment Grade Income Fund, Select Income Fund,
Government Bond Fund, and Money Market Fund (each a "Fund"). Not all of the
Funds are offered to each Separate Account. The Trustees may create additional
funds in the future.

INVESTMENT OBJECTIVES AND POLICIES

SELECT INTERNATIONAL EQUITY FUND seeks maximum long-term total return
(capital appreciation and income) primarily by investing in common stocks of
established non-U.S. companies.

SELECT AGGRESSIVE GROWTH FUND seeks above-average capital appreciation by
investing primarily in common stocks of companies which are believed to have
significant potential for capital appreciation.

SELECT CAPITAL APPRECIATION FUND seeks long-term growth of capital in a
manner consistent with the preservation of capital. Realization of income is not
a significant investment consideration and any income realized on the Fund's
investments will be incidental to its primary objective.

SMALL CAP VALUE FUND seeks long-term growth of capital by investing
principally in a diversified portfolio of common stocks of smaller,
faster-growing companies whose securities at the time of purchase are considered
by the sub-adviser to be attractively valued in the smaller company sector of
the market.

SELECT GROWTH FUND seeks to achieve long-term growth of capital by investing
in a diversified portfolio consisting primarily of common stocks selected on the
basis of their long-term growth potential.

GROWTH FUND seeks to achieve long-term growth of capital through investments
primarily in common stocks and securities convertible into common stocks that
are believed to represent significant underlying value in relation to current
market prices. Realization of current income, if any, is incidental to this
objective.

SELECT GROWTH AND INCOME FUND seeks a combination of long-term growth of
capital and current income. The Fund will invest primarily in dividend-paying
common stocks and securities convertible into common stocks.

EQUITY INDEX FUND seeks to achieve investment results that correspond to the
aggregate price and yield performance of a representative selection of common
stocks that are publicly traded in the United States.

INVESTMENT GRADE INCOME FUND seeks as high a level of total return, which
includes capital appreciation as well as income, as is consistent with prudent
investment management.

SELECT INCOME FUND seeks a high level of current income. The Fund will
invest primarily in investment grade, fixed-income securities.

GOVERNMENT BOND FUND seeks high income, preservation of capital and
maintenance of liquidity primarily through investments in debt instruments
issued or guaranteed by the U.S. Government or

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its agencies or instrumentalities ("U.S. Government securities") and in related
options, futures and repurchase agreements. Under normal conditions, at least
80% of the Fund's assets will be invested in U.S. Government securities.

MONEY MARKET FUND seeks to obtain maximum current income consistent with
preservation of capital and liquidity.

A Fund's investment objective and its policies listed above and identified
in the Prospectus as fundamental may not be changed without the approval of a
majority in interest of the shareholders of that Fund. Except where otherwise
noted, other investment policies and techniques of the Funds are not deemed
fundamental and may be changed by the Trustees. There is no assurance that a
Fund's investment objective will be realized.

For a description of the types of investments each Fund may acquire and
certain investment techniques it may utilize, see "Investment Objectives and
Policies" in the appropriate Prospectus for the underlying Funds of the
applicable Separate Account.

MORE INFORMATION ABOUT THE EQUITY INDEX FUND

The Equity Index Fund will attempt to replicate the investment results of
the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500") while
minimizing transactional costs and other expenses. Stocks in the S&P 500 are
ranked in accordance with their statistical weighing from highest to lowest. The
method used to select investments for the Equity Index Fund involves investing
in common stocks in approximately the order of their weighing in the S&P 500,
beginning with those having the highest weighing. In addition, the Equity Index
Fund purchases stocks with smaller weighing in order to represent other sectors
of the S&P 500 for diversification purposes.

The Equity Index Fund will invest only in those stocks, and in such amounts,
as its investment adviser determines to be necessary or appropriate for the
Equity Index Fund to approximate the S&P 500. As the size of the Equity Index
Fund increases, the Equity Index Fund may purchase a larger number of stocks
included in the S&P 500, and the percentage of its assets invested in most
stocks included in the S&P 500 will approach the percentage that each such stock
represents in the S&P 500. However, there is no minimum or maximum number of
stocks included in the S&P 500 which the Equity Index Fund will hold. Under
normal circumstances it is expected that the Equity Index Fund will hold between
300 and 475 different stocks included in the S&P 500. The Equity Index Fund may
compensate for the omission of a stock that is included in the S&P 500, or for
purchasing stocks in other than the same proportions that they are represented
in the S&P 500, by purchasing stocks which are believed to have characteristics
which correspond to those of the omitted stocks.

The Equity Index Fund may invest in short-term debt securities, to maintain
liquidity or pending investment in stocks. Such investments will not be made for
defensive purposes or in anticipation of a general decline in the market price
of stocks in which the Equity Index Fund invests; investors in the Equity Index
Fund bear the risk of general declines in the stock markets. The Equity Index
Fund may also take advantage of tender offers, resulting in higher returns than
are reflected in the performance of the S&P 500. In addition, the Equity Index
Fund may hold warrants, preferred stocks, and debt securities, whether or not
convertible into common stock or with rights attached, if acquired as a result
of in-kind dividend distributions, mergers, acquisitions, or other corporate
activity involving the common stocks held by the Equity Index Fund. Such
investment transactions and securities holdings may result in positive or
negative tracking error.

Although it does not presently intend to do so the Equity Index Fund at some
time in the future may purchase or sell futures contracts on stocks indexes for
hedging purposes and in order to achieve a fully invested position while
maintaining sufficient liquidity to meet possible net redemptions. The
effectiveness of a strategy of investing in stock index futures contracts would
depend upon the continued availability of futures contracts based on the S&P 500
or which tend to move together with stocks included in the S&P 500. The Equity
Index Fund would not enter into futures contracts on stock indexes for
speculative purposes.

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Standard & Poor's Corporation is not in any way affiliated with the Equity
Index Fund or the Trust. "Standard & Poor's", "Standard & Poor's 500" and "500"
are trademarks of Standard & Poor's Corporation.

MORE INFORMATION ABOUT THE GOVERNMENT BOND FUND

The Government Bond Fund will invest in obligations issued or guaranteed by
the U.S. Government, its agencies and instrumentalities, and options and futures
thereon, as described in the prospectus. The securities in which the Government
Bond Fund may invest include, but are not limited to, U.S. Treasury bills, notes
and bonds, and obligations of the following: Banks for Cooperatives, the
Commodity Credit Corporation, the Federal Deposit Insurance Corporation, Federal
Farm Credit Banks, the Federal Financing Bank, Federal National Mortgage
Association, the General Insurance Fund, Government National Mortgage
Association, Government Services Administration (GSA Public Building Trust
Participation Certificates), the Production Credit Association, the Student Loan
Marketing Association, the Tennessee Valley Authority, and the U.S. Postal
Service.

The Government Bond Fund may invest in mortgage-backed securities (including
pass-through securities and participation certificates) of the Government
National Mortgage Association ("Ginnie Mae"), the Federal Home Loan Mortgage
Corporation ("Freddie Mac"), and the Federal National Mortgage Association
("Fannie Mae").

Ginnie Mae certificates are mortgage-backed securities representing part
ownership of a pool of mortgage loans. The mortgage loans are issued by lenders
such as mortgage bankers, commercial banks and savings and loan associations,
and are either insured by the Federal Housing Administration or guaranteed by
the Veterans Administration. After approval of the pool by Ginnie Mae,
certificates in the pool are offered to investors by securities dealers. Once
the pool has been approved by Ginnie Mae, the timely payment of interest and
principal on the certificates is guaranteed by the full faith and credit of the
U.S. Government. The certificates are "pass through" securities because a pro
rata share of regular interest and principal payments, as well as unscheduled
early prepayments, on the underlying mortgage pool is passed through monthly to
the Fund.

Freddie Mac, a corporate instrumentality of the U.S. Government created by
Congress to increase the availability of mortgage credit for residential
housing, issues participation certificates representing undivided interests in
Freddie Mac's mortgage portfolio. While Freddie Mac guarantees the timely
payment of interest and ultimate collection of the principal of its
participation certificates, the participation certificates are not backed by the
full faith and credit of the U.S. Government. The "pass-through" characteristics
of Freddie Mac participation certificates are similar to Ginnie Mae
certificates, but Freddie Mac certificates differ from Ginnie Mae certificates
in that Freddie Mac mortgages are primarily conventional residential mortgages
rather than mortgages issued or guaranteed by a federal agency or
instrumentality.

Fannie Mae is a federally chartered corporation owned by private
stockholders. Fannie Mae purchases both conventional and federally insured or
guaranteed residential mortgages from various entities, and packages pools of
such mortgages in the form of pass-through certificates. Fannie Mae guarantees
the timely payment of principal and interest. Fannie Mae is authorized to borrow
from the U.S. Treasury to meet its obligations, but the certificates are not
backed by the full faith and credit of the U.S. Government.

The effective maturity of a mortgage-backed security may be shortened by
unscheduled or early payments of principal and interest on the underlying
mortgages, which may affect their effective yield. When the Government Bond Fund
receives the monthly "pass-through" payments (which may include unscheduled
prepayments of principal) it may be able to invest the payments only at a lower
rate of interest. During periods of declining interest rates, such securities
therefore may be less effective as a means of "locking in" attractive long-term
interest rates and may have less potential for appreciation than conventional
bonds with comparable stated maturities.

5
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INVESTMENT RESTRICTIONS

The following is a description of certain restrictions on investments of the
Funds (in addition to those described in the Prospectus). The investment
restrictions numbered 1 through 7 are fundamental and may not be changed without
the approval of a majority in interest of the shareholders of that Fund. The
other investment restrictions are not deemed fundamental and may be changed by
the Trustees. The following investment restrictions apply to each Fund, except
as noted:

1. The Fund will not issue "senior securities" as defined in Section 18(g)
of the Investment Company Act of 1940.

2. The Fund will not borrow money, except for temporary purposes where the
aggregate amount borrowed does not exceed 5% of the value of the Fund's
total assets at the time such borrowing is made. In general, a borrowing
shall be regarded as being for temporary purposes if it is repaid within
60 days and is not extended or renewed.

3. The Fund will not act as an underwriter except to the extent that, in
connection with the disposition of portfolio securities, it may be deemed
to be an underwriter under certain federal securities laws. The Fund
(except for the Select International Equity Fund, Select Aggressive
Growth Fund, Select Capital Appreciation Fund, Select Growth Fund, Select
Growth and Income Fund and Select Income Fund) will not invest in
securities which are restricted as to disposition under federal
securities laws.

4. The Fund will not buy or sell real estate or interests in real estate,
although it may purchase and sell (a) securities which are secured by
real estate and (b) securities of companies which invest or deal in real
estate.

5. The Fund will not engage in the purchase and sale of commodities or
commodity contracts, except financial futures (including securities index
futures) contracts and related options and in the case of the Select
Capital Appreciation Fund, futures contracts on foreign currencies and
related options. The Money Market Fund will not engage in transactions in
financial futures or related options.

6. The Fund may make loans to other persons only through repurchase
agreements and securities lending. For purposes of this paragraph, the
purchase of an issue of publicly distributed bonds, debentures or other
debt securities, whether or not the purchase was made upon the original
issue of the securities, is not to be considered the making of a loan by
the Fund.

7. The Fund will not purchase securities on margin but may obtain such
short-term credits as are necessary for the clearance transactions, and
(except for the Money Market Fund) may make margin payments in connection
with financial futures (including securities index futures) contracts,
and options on such future contracts and in the case of the Select
Capital Appreciation Fund, futures contracts on foreign currencies and
related options. The Fund will not participate on a joint or joint and
several basis in any trading account in securities or effect a short sale
of securities.

8. The Fund does not intend to invest in companies for the purpose of
exercising control or management.

9. The Fund may invest in the securities of one or more other investment
companies. No such investment shall be made if as a result thereof the
Fund would own more than 3% of the total outstanding voting stock of any
one investment company, or more than 5% of the Fund's assets would be
invested in any one investment company, or more than a total of 10% of
the Fund's assets would be invested in investment company securities.
Purchase of such securities will be made only in the open market where no
commission or profit to a sponsor or dealer results from such purchase
other than the customary broker's commission or as part of a merger,
consolidation, or plan of reorganization.

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<PAGE>

10. The Fund intends to purchase securities for investment and not to
purchase and sell them for trading purposes, except that the Select
Capital Appreciation Fund and the Government Bond Fund may engage in
short term trading of U.S. Government securities.

INVESTMENT TECHNIQUES

In managing its portfolios of investments, the Trust may make use of the
following investment techniques:

SECURITIES LENDING

Each Fund may loan its portfolio securities to broker-dealers pursuant to
agreements requiring that the loans be continuously secured by cash, cash
equivalents or securities issued or guaranteed by the United States government
or its agencies, or any combination of cash, cash equivalents and such
securities as collateral equal at all times to at least the market value of the
securities loaned. Such loans are not made if, as a result, the aggregate of all
outstanding loans would exceed 30% of the value of the Fund's total assets taken
at current value. The Fund continues to receive interest or dividends on the
securities loaned, and simultaneously earns interest on the investment of the
loan collateral in U.S. Treasury securities, certificates of deposit or other
high-grade, short-term obligations or interest-bearing cash equivalents or
receives a fee from the borrower. Although voting rights, or rights to consent,
attendant to securities lent pass to the borrower, such loans may be called at
any time and may be called so that the securities may be voted by the Fund if a
material event affecting the investment is to occur. There may be risks of delay
in recovery of the securities or even loss of rights in the collateral should
the borrower of the securities fail financially. However, loans are made only to
firms deemed by the Fund's sub-adviser to be of good standing, and when, in the
judgment of the Fund's sub-adviser, the consideration which can be earned
currently from such securities loans justifies the attendant risk.

FOREIGN SECURITIES

The Select International Equity Fund, Select Aggressive Growth Fund, Select
Capital Appreciation Fund, Select Growth Fund, Growth Fund, Select Growth and
Income Fund, Equity Index Fund and Select Income Fund may purchase foreign
securities. The Investment Grade Income Fund may not invest in foreign
securities other than the obligations of the Government of Canada and political
subdivisions thereof. Securities of foreign issuers, particularly
non-governmental issuers, involve risks which are not ordinarily associated with
investing in domestic issuers. These risks include changes in currency exchange
rates, and currency exchange control regulations. In addition, investments in
foreign countries could be affected by other factors generally not thought to be
present in the United States, including the unavailability of financial
information or the difficulty of interpreting financial information prepared
under foreign accounting standards, less liquidity and more volatility in
foreign securities markets, the possibility of expropriation, the possibility of
heavy taxation, the impact of political, social or diplomatic developments,
limitations on the removal of funds or other assets of a Fund, difficulties in
evoking legal process abroad and enforcing contractual obligations, and the
difficulty of assessing economic trends in foreign countries.

FORWARD COMMITMENTS

The Select Capital Appreciation Fund, Select Income Fund, Investment Grade
Income Fund and Government Bond Fund may enter into contracts to purchase
securities for a fixed price at a specified future date beyond customary
settlement time ("forward commitments"). If the Funds do so, they will maintain
cash or high-grade obligations having a value in an amount at all times
sufficient to meet the purchase price. Forward commitments involve a risk of
loss if the value of the security to be purchased declines prior to the
settlement dates. Although the Funds will generally enter into forward
commitments with the intention of acquiring securities for their portfolio, they
may dispose of a commitment prior to settlement if their sub-adviser deems it
appropriate to do so. The Funds may realize short-term gains or losses upon the
sale of forward commitments. The sub-adviser will monitor the creditworthiness
of the parties to such forward commitments.

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WHEN-ISSUED SECURITIES

Each Fund may from time to time purchase securities on a "when-issued"
basis. Debt securities and municipal obligations are often issued on this basis.
The yield of such securities is fixed at the time a commitment to purchase is
made, with actual payment and delivery of the security generally taking place 15
to 45 days later. During the period between purchase and settlement, typically
no payment is made by a Fund and no interest accrues to the Fund. The market
value of when-issued securities may be more or less than the purchase price
payable at settlement date. The Fund will establish a segregated account with
the Custodian in which it will maintain cash or high-grade debt obligations at
least equal to commitments for when-issued securities. Such segregated
securities either will mature or, if necessary, will be sold on or before the
settlement date.

REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS

Each Fund may enter into repurchase agreements. Under repurchase agreements,
the Funds may purchase an obligation of or guaranteed by the United States
Government, its agents or instrumentalities, with an agreement that the seller
will repurchase the obligation at an agreed upon price and date. The repurchase
price reflects an agreed-upon interest rate which is unrelated to the coupon
rate on the purchased obligation. Repurchase agreements usually are for short
periods, such as under one week, but may be as long as thirty days. No
repurchase agreement will be effected if, as a result, more than 30% of a Fund's
total assets taken at current value will be invested in repurchase agreements.
No more than 15% of a Fund's total assets taken at current value will be
invested in repurchase agreements extending for more than seven days and in
other securities which are not readily marketable.

If a seller defaults upon the obligation to repurchase, the Funds may incur
a loss if the value of the purchased obligation (collateral) declines, and may
incur disposition costs in liquidating the collateral. If bankruptcy proceedings
are commenced with respect to a seller, realization upon the collateral by the
Funds may be delayed or limited.

Prior to entering into a repurchase agreement, the Funds' sub-advisers
evaluate the creditworthiness of entities with which the Funds propose to enter
into repurchase agreements. The Trustees have established guidelines and
standards of review for the evaluation of creditworthiness by the Funds'
sub-advisers and monitor such sub-advisers' actions with respect to repurchase
transactions.

The Select Capital Appreciation Fund also may enter into reverse repurchase
agreements. In a reverse repurchase agreement, a Fund sells a portfolio security
to another party, such as a bank or broker-dealer, in return for cash and agrees
to repurchase the instrument at a particular price and at a future date. While a
reverse repurchase agreement is outstanding, a Fund will maintain cash and
appropriate liquid assets in a segregated custodial account to cover its
obligation under the reverse repurchase agreement. The Select Capital
Appreciation Fund will enter into reverse repurchase agreements only with
parties that its sub-adviser deems creditworthy.

WRITING COVERED OPTIONS

Each Fund other than the Small Cap Value Fund and Money Market Fund may
write call options and put options on securities which the Fund owns as its
sub-adviser shall determine to be appropriate and to the extent permitted by
applicable law. A call option gives the purchaser of the option the right to
buy, and a writer the obligation to sell, the underlying security at the
exercise price at any time prior to the expiration of the option, regardless of
the market price of the security during the option period. A premium is paid to
the writer as the consideration for undertaking the obligations under the option
contract. The writer forgoes the opportunity to profit from an increase in the
market price of the underlying security above the exercise price except insofar
as the premium represents such a profit.

As the writer of a call option, a Fund receives a premium for undertaking
the obligation to sell the underlying security at a fixed price during the
option period if the option is exercised. So long as the Fund remains obligated
as the writer of a call, it forgoes the opportunity to profit from increases in
the

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market price of the underlying security above the exercise price of the option,
except insofar as the premium represents such a profit, and retains the risk of
loss should the value of the security decline. The Fund also may enter into
"closing purchase transactions" in order to terminate its obligation as the
writer of a call option prior to the expiration of the option. There is no
assurance that a Fund will be able to effect such transactions at any particular
time or at any acceptable price.

The writer of a put option is obligated to purchase specified securities
from the option holder at a specified price at any time before the expiration
date of the option. The purpose of writing such options is to generate
additional income for the Fund, but the Fund accepts the risk that it will be
required to purchase the underlying securities at a price in excess of the
securities' market value at the time of purchase.

Option transactions may increase a Fund's transaction costs and may increase
the portfolio turnover rate, depending on how many options written by the Fund
are exercised in a particular year.

PURCHASING OPTIONS

Each Fund other than the Small Cap Value Fund and Money Market Fund may
purchase put and call options to the extent permitted by applicable law. A Fund
will not purchase put or call options if after such purchase more than 5% of its
net assets, as measured by the aggregate of the premiums paid for all such
options held by the Fund, would be so invested. A Fund would also be able to
enter into closing sale transactions in order to realize gains or minimize
losses on exchange traded options purchased by the Fund.

A Fund would normally purchase call options in anticipation of an increase
in the market value of securities. The purchase of a call option entitles the
Fund, in return for the premium paid, to purchase specified securities at a
specified price during the option period. If the value of such securities
exceeded the sum of the exercise price, the premium paid, and transaction costs
during the option period, the Fund would ordinarily realize a gain; if not, the
Fund would realize a loss.

A Fund would normally purchase put options in anticipation of a decline in
the market value of securities in its portfolio ("protective puts") or
securities of the type in which it may invest. The purchase of a put option
would entitle the Fund, in exchange for the premium paid, to sell specified
securities at a specified price during the option period. Gains or loss on the
purchase of put options would tend to be offset by countervailing changes in the
value of underlying portfolio securities. A Fund would ordinarily realize a gain
if, during the option period, the value of the underlying securities decreased
below the exercise price sufficiently to cover the premium and transaction
costs; otherwise the Fund would realize a loss on the purchase of the put
option.

There is no assurance that a liquid secondary market on an options exchange
will exist for a particular option, or at a particular time. The hours of
trading for options on options exchanges may not conform to the hours during
which the underlying securities are traded. To the extent that the option
markets close before the markets for the underlying securities, significant
price and rate movements can take place in the underlying securities markets
that cannot be reflected in the option markets. In addition, the purchase of
options is a highly specialized activity which depends in part on the
sub-adviser's ability to predict future price fluctuations and the degree of
correlation between the options and securities markets. A Fund pays brokerage
commission or spread in connection with its options transactions, as well as for
purchases and sales of the underlying securities.

FINANCIAL FUTURES CONTRACTS AND RELATED OPTIONS

Each Fund (other than the Small Cap Value Fund and Money Market Fund) may
invest in transactions in financial futures contracts and related options for
hedging purposes. In addition, the Select Capital Appreciation Fund may utilize
futures contracts on foreign currencies and related options. Through certain
hedging activities involving such futures contracts and related options, it is
possible to reduce the effects of fluctuations in interest rates and the market
prices of securities which

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have become increasingly volatile in recent years. Hedging is a means of
transferring that risk which an investor does not desire to assume during an
uncertain interest rate or securities market environment, to another investor
who is willing to assume that risk.

The Select Capital Appreciation Fund may buy and write options on foreign
currencies in a manner similar to that in which futures or forward contracts on
foreign currencies will be utilized. For example, a decline in the U.S. dollar
value of a foreign currency in which portfolio securities are denominated will
reduce the U.S. dollar value of such securities, even if their value in the
foreign currency remains constant. In order to protect against such diminutions
in the value of portfolio securities, the Select Capital Appreciation Fund may
buy put options on the foreign currency. If the value of the currency declines,
such Fund will have the right to sell such currency for a fixed amount in U.S.
dollars and will offset, in whole or in part, the adverse effect on its
portfolio.

Conversely, when a rise in the U.S. dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the
cost of such securities, the Select Capital Appreciation Fund may buy call
options thereon. The purchase of such options could offset, at least partially,
the effects of the adverse movements in exchange rates. As in the case of other
types of options, however, the benefit to such Fund from purchases of foreign
currency options will be reduced by the amount of the premium and related
transaction costs. In addition, if currency exchange rates do not move in the
direction or to the extent desired, the Select Capital Appreciation Fund could
sustain losses on transactions in foreign currency options that would require
such Fund to forgo a portion or all of the benefits of advantageous changes in
those rates.

The Select Capital Appreciation Fund also may write options on foreign
currencies. For example, to hedge against a potential decline in the U.S. dollar
value of foreign currency denominated securities due to adverse fluctuations in
exchange rates, such Fund could, instead of purchasing a put option, write a
call option on the relevant currency. If the expected decline occurs, the option
will most likely not be exercised and the diminution in value of portfolio
securities will be offset by the amount of the premium received.

Similarly, instead of purchasing a call option to hedge against a potential
increase in the U.S. dollar cost of securities to be acquired, the Select
Capital Appreciation Fund could write a put option on the relevant currency
which, if rates move in the manner projected, will expire unexercised and allow
such Fund to hedge the increased cost up to the amount of the premium. As in the
case of other types of options, however, the writing of a foreign currency
option will constitute only a partial hedge up to the amount of the premium. If
exchange rates do not move in the expected direction, the option may be
exercised and such Fund would be required to buy or sell the underlying currency
at a loss which may not be offset by the amount of the premium. Through the
writing of options on foreign currencies, the Select Capital Appreciation Fund
also may lose all or a portion of the benefits which might otherwise have been
obtained from favorable movements in exchange rates.

The Select Capital Appreciation Fund may write covered call options on
foreign currencies. A call option written on a foreign currency by the Fund is
"covered" if the Fund owns the underlying foreign currency covered by the call
or has an absolute and immediate right to acquire that foreign currency without
additional cash consideration (or for additional cash consideration held in a
segregated account by the Fund's custodian) upon conversion or exchange of other
foreign currency held in its portfolio. A call option is also covered if such
Fund has a call on the same foreign currency and in the same principal amount as
the call written if the exercise price of the call held (i) is equal to or less
than the exercise price of the call written or (ii) is greater than the exercise
price of the call written, if the difference is maintained by such Fund in cash
or high-grade liquid assets in a segregated account with the Fund's custodian.

The Select Capital Appreciation Fund also may write call options on foreign
currencies for cross-hedging purposes that would not be deemed to be covered. A
call option on a foreign currency is for cross-hedging purposes if it is not
covered but is designed to provide a hedge against a decline due to an adverse
change in the exchange rate in the U.S. dollar value of a security that such
Fund owns or has

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the right to acquire and that is denominated in the currency underlying the
option. In such circumstances, the Select Capital Appreciation Fund
collateralizes the option by segregating cash or high-grade liquid assets in an
amount not less than the value of the underlying foreign currency in U.S.
dollars marked-to-market daily. The Select Capital Appreciation Fund may invest
without limitation in foreign currency options.

GENERAL INFORMATION.

A futures contract on a security is a standardized agreement under which
each party is entitled and obligated either to make or to accept delivery, at a
particular time, of securities having a specified face value and rate of return
on foreign currencies. Currently, futures contracts are available on debt and
equity securities and on certain foreign currencies.

Futures contracts are traded on exchanges that are licensed and regulated by
the Commodity Futures Trading Commission ( "CFTC" ). A futures contract on an
individual security may be deemed to be a commodities contract. A Fund engaging
in a futures transaction initially will be required to deposit and maintain with
its Custodian, in the name of its brokers, an amount of cash or U.S. Treasury
bills equal to a small percentage (generally less than 5%) of the contract
amount to guarantee performance of its obligations. This amount is known as
"initial margin." Margin in futures transactions is different from margin in a
securities transaction, in that financial futures initial margin does not
involve the borrowing of funds to finance the transactions. Unlike securities
margin, initial margin in a futures transaction is in the nature of a
performance bond or good faith deposit on the contract which is returned to the
Fund upon termination of the financial future, assuming all contractual
obligations have been satisfied. As the price of the underlying security
fluctuates, making the position in the financial futures more or less valuable,
subsequent payments called "maintenance margin" or "variation margin" are made
to and from the broker on a daily basis. This process is called "marking to
market."

The purchase and sale of financial futures is for the purpose of hedging
against changes in securities prices or interest rates. Hedging transactions
serve as a substitute for transactions in the underlying securities and can
effectively reduce investment risk. When prices are expected to rise, a Fund,
through the purchase of futures contracts, can attempt to secure better prices
than might be later available in the stock market when it anticipates effecting
purchases.

Similarly, when interest rates are expected to increase, a Fund can seek to
offset a decline in the value of its debt securities through the sale of futures
contracts.

OPTIONS ON FINANCIAL FUTURES.

The Funds other than the Small Cap Value Fund and Money Market Fund may use
options on futures contracts in connection with hedging strategies. The purchase
of put options on futures contracts is a means of hedging the Fund's portfolio
against the risk of declining prices. The purchase of a call option on a futures
contract represents a means of hedging against a market advance when a Fund is
not fully invested. Depending on the pricing of the option compared to either
the futures contract upon which it is based or upon the price of the underlying
securities, the option may or may not be less risky than ownership of the
futures contract or underlying securities.

The writing of a call option on a futures contract may constitute a partial
hedge against declining prices of the securities or currencies which are
deliverable upon exercise of the futures contract. If the futures price at
expiration is below the exercise price, a Fund will retain the full amount of
the option premium, which provides a partial hedge against any decline that may
have occurred in the Funds' holding of securities or currencies.

The writing of a put option on a futures contract is analogous to the
purchase of a futures contract. If the option is exercised, the net cost to the
Fund of the securities or currencies acquired by it will be reduced by the
amount of the option premium received. If, however, market prices have declined,
the Fund's purchase price upon exercise may be greater than the price at which
the securities or currencies might be purchased in the cash market.

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LIMITATIONS ON PURCHASE AND SALE OF FUTURES AND RELATED OPTIONS.

A Fund will not engage in transactions in futures contracts or related
options for speculation but only as a hedge against changes in the values of
securities or currencies held in a Fund's portfolio or which it intends to
purchase. A Fund may not purchase or sell futures contract if immediately
thereafter the sum of the amount of margin deposits and amount of variation
margins paid from time to time on the Fund's existing futures and related
options positions and premiums paid for related options would exceed 5% of the
market value of the Fund's total assets. In instances involving the purchase of
futures contracts or call options thereon or the writing of put options thereon
by a Fund, an amount of cash and cash equivalents, equal to the market value of
the futures contracts and related options (less any related margin deposits),
will be deposited in a segregated account with its custodian, in the name of the
broker, to collateralize the position and thereby insure that the use of such
futures contracts and options is unleveraged.

The extent to which a Fund may enter into futures contracts and options
transactions may be limited by the Internal Revenue Code's requirements for
qualification as a regulated investment company. Such qualification requires
that the Fund limit to 30% the portion of its gross income which is derived from
the sale or other dispositions of investments held (or considered to have been
held under Internal Revenue rules) for less than three months.

In implementing a Fund's overall risk management strategy, it is possible
that its sub-adviser will choose not to engage in any futures transactions or
that appropriate futures contracts or related options may not be available. A
Fund will engage in futures transactions only for appropriate hedging or risk
management purposes. A Fund will not enter into any particular futures
transaction unless its sub-adviser determines that the particular transaction
demonstrates an appropriate correlation with the Fund's investment objectives
and portfolio securities.

RISKS OF TRANSACTIONS IN FUTURES.

The sale and purchase of futures contracts is a highly specialized activity
which involves investment techniques and risks different from those associated
with ordinary portfolio securities transactions. There are several risks in
connection with the use of financial futures by a Fund as a hedging device.

Successful use of financial futures by a Fund is subject to its
sub-adviser's ability to predict movements in the direction of interest rates or
securities prices and to assess other factors affecting markets for securities.
For example, a Fund may hedge against the possibility of an increase in interest
rates which would adversely affect the prices of debt securities held in its
portfolio. If prices of the debt securities increase instead, the Fund may lose
part or all of the benefit of the increased value of the hedged debt securities
because it may have offsetting losses in the futures positions. In addition, in
this situation, if the Fund has insufficient cash, it may have to sell
securities to meet daily maintenance margin requirements. These sales may be,
but will not necessarily be, at increased prices to reflect the rising market.
The Fund may have to sell securities at a time when it may be disadvantageous to
do so.

Another risk arises because of the imperfect correlation between movements
in the price of the financial future and movements in the price of the
securities or currencies which are the subject of the hedge. First of all, the
hours of trading for futures contracts may not conform to the hours during which
the underlying assets are traded. To the extent that the futures markets close
before the markets for the underlying assets, significant price and rate
movements can take place in the underlying assets market that cannot be
reflected in the futures markets. But even during identical trading hours, the
price of the future may move more than or less than the price of the assets
being hedged. While a hedge will not be fully effective if the price of the
future moves less that the price of the hedged assets, if the price of the
hedged assets has moved in an unfavorable direction, the Fund would be in a
better position than if it had not hedged at all. On the other hand, if the
price of the hedged assets has moved in a favorable direction, this advantage
may be partially offset by the price movement of the

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<PAGE>
futures contract. If the price of the future moves more than the price of the
asset, the Fund will experience either a loss or a gain on the futures contract
which will not be completely offset by movements in the prices of the assets
which are the subject of the hedge.

In addition to the possibility that there may be an imperfect correlation,
or no correlation at all, between movements in the futures and the portion of
the portfolio being hedged, the market prices of futures may be affected by
certain other factors. First, all participants in the futures market are subject
to margin deposit and maintenance requirements. Rather than meeting additional
margin deposit requirements, investors may close futures through offsetting
transactions, which could distort the normal relationship between the securities
or currencies and futures markets. Secondly, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may also cause temporary
price or currency distortions. Due to the possibility of price distortion in the
futures market and because of the imperfect correlation between movements in the
prices of securities or currencies and movements in the prices of futures, a
correct forecast of interest rate trends or market price movements by the
sub-adviser may still not result in a successful hedging transaction over a
short time frame.

Positions in futures contracts may be closed out only on an exchange or
board of trade which provides a secondary market for such futures. Although the
Funds intend to purchase or sell futures only on exchanges or boards of trade
where there appears to be an active secondary market, there is no assurance that
a liquid secondary market on an exchange or board of trade will exist for any
particular contract or at any particular time. Thus it may not be possible to
close a futures position, and, in the event of adverse price movements, the Fund
would continue to be required to make daily cash payments of maintenance margin.
However, in the event futures have been used to hedge portfolio positions, such
underlying assets will not be sold until the futures can be terminated. In such
circumstances, an increase in the price of the underlying assets, if any, may
partially or completely offset losses on the future.

RISKS OF TRANSACTIONS IN OPTIONS ON FUTURES.

There are several special risks relating to options on futures. First, the
ability to establish and close out positions in options is subject to the
maintenance of a liquid secondary market. A Fund will not purchase options on
futures on any exchange or board of trade unless, in the opinion of its sub-
adviser, the market for such options is developed sufficiently that the risks in
connection with options on futures transactions are not greater than the risks
in connection with futures transactions. Compared to the purchase or sale of
futures, the purchase of call or put options on futures involves less potential
risk to the Fund because the maximum amount at risk is the premium paid for the
options (plus transaction costs). However, there may be circumstances when the
purchase of a call or put option on futures would result in a loss to the Fund
when the purchase or sale of a future would not, such as when there is no
movement in the price of the underlying securities. The writing of an option on
a futures contract involves risks similar to those risks relating to the sale of
futures contracts, described above under RISKS OF TRANSACTIONS IN FUTURES.

An option position may be closed out only on an exchange or board of trade
which provides a secondary market for an option of the same series. Although a
Fund will generally purchase only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market
will exist for any particular option or at any particular time. It might not be
possible to effect closing transactions in particular options, with the result
that the Fund would have to exercise its options in order to realize any profit
and would incur transaction costs upon the sale of financial futures pursuant to
the exercise of put options.

Because of the risks and the transaction costs associated with hedging
activities, there can be no assurance that a Fund's portfolio will perform as
well as or better than a comparable fund that does not invest in futures
contracts or related options.

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FORWARD CONTRACTS ON FOREIGN CURRENCIES

A forward contract is an agreement between two parties in which one party is
obligated to deliver a stated amount of a stated asset at a specified time in
the future and the other party is obligated to pay a specified invoice amount
for the assets at the time of delivery. The Select Capital Appreciation Fund may
enter into forward contracts to purchase and sell government securities, foreign
currencies or other financial instruments. Forward contracts generally are
traded in an interbank market conducted directly between traders (usually large
commercial banks) and their customers. Unlike futures contracts, which are
standardized contracts, forward contracts can be specifically drawn to meet the
needs of the parties that enter into them. The parties to a forward contract may
agree to offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated exchange. The following
discussion summarizes the Select Capital Appreciation Fund's principal uses of
forward currency exchange contracts ("forward currency contracts"). Such Fund
may enter into forward currency contracts with stated contract value of up to
the value of such Fund's assets. A forward currency contract is an obligation to
buy or sell an amount of a specified currency for an agreed price (which may be
in U.S. dollars or a foreign currency). The Select Capital Appreciation Fund
will exchange foreign currencies for U.S. dollars and for other foreign
currencies in the normal course of business and may buy and sell currencies
through forward currency contracts in order to fix a price for securities it has
agreed to buy or sell ("transaction hedge"). The Select Capital Appreciation
Fund also may hedge some or all of its investments denominated in foreign
currency against a decline in the value of that currency relative to the U.S.
dollar by entering into forward currency contracts to sell an amount of that
currency (or a proxy currency whose performance is expected to replicate or
exceed the performance of that a currency relative to the U.S. dollar)
approximating the value of some or all of its portfolio securities denominated
in that currency ("position hedge") or by participating in options or futures
contracts with respect to the currency. Such Fund also may enter into a forward
currency contract with respect to a currency where that Fund is considering the
purchase or sale of investments denominated in that currency but has not yet
selected the specific investments ("anticipatory hedge").

In any of these circumstances the Select Capital Appreciation Fund may,
alternatively, enter into a forward currency contract to purchase or sell one
foreign currency for a second currency that is expected to perform more
favorably relative to the U.S. dollar if its sub-adviser believes there is a
reasonable degree of correlation between movements in the two currencies
("cross-hedge").

These types of hedging minimize the effect of currency appreciation as well
as depreciation, but do not eliminate fluctuations in the underlying U.S. dollar
equivalent value of the proceeds of or rates of return on such Fund's foreign
currency denominated portfolio securities. The matching of the increase in value
of a forward contract and the decline in the U.S. dollar equivalent value of the
foreign currency denominated asset that is the subject of the hedge generally
will not be precise. Shifting such Fund's currency exposure from one foreign
currency to another removes that Fund's opportunity to profit from increases in
the value of the original currency and involves a risk of increased losses to
such Fund if its sub-adviser's projection of future exchange rates is
inaccurate. Proxy hedges and cross-hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which hedged
securities are denominated. Unforeseen changes in currency prices may result in
poorer overall performance for the Select Capital Appreciation Fund than if it
had not entered into such contracts.

The Select Capital Appreciation Fund will cover outstanding forward currency
contracts by maintaining liquid portfolio securities denominated in the currency
underlying the forward contract or the currency being hedged. To the extent that
the Select Capital Appreciation Fund is not able to cover its forward currency
positions with underlying portfolio securities, such Fund's custodian will
segregate cash or high-grade liquid assets having a value equal to the aggregate
amount of its commitments under forward contracts entered into with respect to
position hedges, cross-hedges and anticipatory hedges. If the value of the
securities used to cover a position or the value of segregated

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assets declines, the Select Capital Appreciation Fund will find alternative
cover or segregate additional cash or high-grade liquid assets on a daily basis
so that the value of the covered segregated assets will be equal to the amount
of such Fund's commitments with respect to such contracts. As an alternative to
segregating assets, the Select Capital Appreciation Fund may buy call options
permitting it to buy the amount of foreign currency being hedged by a forward
sale contract or such Fund may buy put options permitting it to sell the amount
of foreign currency subject to a forward buy contract.

While forward contracts are not currently regulated by the CFTC, the CFTC
may in the future assert authority to regulate forward contracts. In such event,
the Select Capital Appreciation Fund's ability to utilize forward contracts may
be restricted. In addition, the Select Capital Appreciation Fund may not always
be able to enter into forward contracts at attractive prices and may be limited
in its ability to use these contracts to hedge portfolio assets.

SWAP AND SWAP-RELATED PRODUCTS

The Select Capital Appreciation Fund may enter into interest rate swaps,
caps and floors on either an asset-based or liability-based basis, depending
upon whether it is hedging its assets or its liabilities, and will usually enter
into interest rate swaps on a net basis (i.e., the two payment streams are
netted out with the Fund receiving or paying, as the case may be, only the net
amount of the two payments). Interest rate swaps involve the exchange by the
Fund with another party of their respective commitments to pay or receive
interest; for example, an exchange of floating rate payments for fixed rate
payments with respect to a notional amount of principal. A currency swap is an
agreement to exchange cash flows on a notional amount of two or more currencies
based on the relative value differential among them. An index swap is an
agreement to swap cash flows on a notional amount based on changes in the values
of the reference indices. The purchase of a cap entitles the purchaser to
receive payments on a notional principal amount from the party selling such cap
to the extent that a specified index exceeds a predetermined interest rate or
amount. The purchase of a floor entitles the purchaser to receive payments on a
notional principal amount from the party selling such floor to the extent that a
specified index falls below a predetermined interest rate or amount.

The net amount of the excess, if any, of the Fund's obligations over its
entitlement with respect to each interest rate swap will be calculated on a
daily basis and an amount of cash or high-grade liquid assets having an
aggregate net asset value at least equal to the accrued excess will be
maintained in a segregated account by the Fund's custodian. If the Fund enters
into an interest rate swap on other than a net basis, it would maintain a
segregated account in the full amount accrued on a daily basis of its
obligations with respect to the swap. The Fund will not enter into any interest
rate swap, cap or floor transaction unless the unsecured senior debt or the
claims-paying ability of the other party thereto is rated in one of the three
highest rating categories of at least one nationally recognized statistical
rating organization at the time of entering into such transaction. The
sub-adviser will monitor the creditworthiness of all counterparties on an
ongoing basis. If there is a default by the other party to such a transaction,
the Fund will have contractual remedies pursuant to the agreements related to
the transaction.

The swap market has grown substantially in recent years with a large number
of banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has
become relatively liquid. Caps and floors are more recent innovations for which
standardized documentation has not yet been developed and, accordingly, they are
less liquid than swaps. To the extent the Fund sells (i.e., writes) caps and
floors, it will segregate cash or high-grade liquid assets having an aggregate
net asset value at least equal to the full amount on a daily basis of its
obligations with respect to any caps or floors.

There is no limit on the amount of interest rate swap transactions that may
be entered into by the Fund. These transactions may in some instances involve
the delivery of securities or other underlying assets to the Fund or its
counterparty to collateralize obligations under the swap. Under the
documentation currently used in those markets, the risk of loss with respect to
interest rates swaps is limited to

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the net amount of the payments that the Fund is contractually obligated to make.
If the other party to an interest rate swap that is not collateralized defaults,
the Fund would risk the loss of the net amount of the payments that it
contractually is entitled to receive. The Fund may buy and sell (i.e., write)
caps and floors without limitation, subject to the segregation requirement
described above.

ADDITIONAL RISKS OF OPTIONS ON FOREIGN CURRENCIES, FORWARD CONTRACTS AND FOREIGN
INSTRUMENTS

Unlike transactions entered into by the Funds in futures contracts, options
on foreign currencies and forward contracts are not traded on contract markets
regulated by the CFTC or (with the exception of certain foreign currency
options) by the SEC. To the contrary, such instruments are traded through
financial institutions acting as market-makers, although foreign currency
options are also traded on certain exchanges, such as the Philadelphia Stock
Exchange and the Chicago Board Options Exchange, subject to SEC regulation.
Similarly, options on currencies may be traded over-the-counter. In an
over-the-counter trading environment, many of the protections afforded to
exchange participants will not be available. For example, there are no daily
price fluctuation limits, and adverse market movements could therefore continue
to an unlimited extent over a period of time. Although the buyer of an option
cannot lose more than the amount of the premium plus related transaction costs,
this entire amount could be lost. Moreover, an option writer and a buyer or
seller of futures or forward contracts could lose amounts substantially in
excess of any premium received or initial margin or collateral posted due to the
potential additional margin and collateral requirements associated with such
positions.

Options on foreign currencies traded on exchanges are within the
jurisdiction of the SEC, as are other securities traded on such exchanges. As a
result, many of the protections provided to traders on organized exchanges will
be available with respect to such transactions. In particular, all foreign
currency option positions entered into on an exchange are cleared and guaranteed
by the Office of the Comptroller of the Currency ("OCC"), thereby reducing the
risk of counterparty default. Further, a liquid secondary market in options
traded on an exchange may be more readily available than in the over-the-counter
market, potentially permitting a Fund to liquidate open positions at a profit
prior to exercise or expiration, or to limit losses in the event of adverse
market movements.

The purchase and sale of exchange-traded foreign currency options, however,
is subject to the risks of the availability of a liquid secondary market
described above, as well as the risks regarding adverse market movements,
margining of options written, the nature of the foreign currency market,
possible intervention by governmental authorities and the effects of other
political and economic events. In addition, exchange-traded options on foreign
currencies involve certain risks not presented by the over-the-counter market.
For example, exercise and settlement of such options must be made exclusively
through the OCC, which has established banking relationships in applicable
foreign countries for this purpose. As a result, the OCC may, if it determines
that foreign government restrictions or taxes would prevent the orderly
settlement of foreign currency option exercises, or would result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and settlement, such as technical changes in the mechanics of delivery, the
fixing of dollar settlement prices or prohibitions on exercise.

In addition, options on U.S. Government securities, futures contracts,
options on futures contracts, forward contracts and options on foreign
currencies may be traded on foreign exchanges and over-the-counter in foreign
countries. Such transactions are subject to the risk of governmental actions
affecting trading in or the prices of foreign currencies or securities. The
value of such positions also could be adversely affected by (i) other complex
foreign political and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in a
Fund's ability to act upon economic events occurring in foreign markets during
non-business hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) low trading volume.

16
<PAGE>
PORTFOLIO TURNOVER

The portfolio turnover rate for a Fund is calculated by dividing the lesser
of purchases or sales of portfolio securities by the Fund for a given year by
the monthly average of the value of the Fund's portfolio securities for that
year. The purchase or sale of all securities whose maturities or expiration
dates at the time of acquisition are less than 12 months and of money market
funds of amounts too small to invest in short-term obligations are not included
in the portfolio turnover rate.

While the rate of portfolio turnover is not a limiting factor when changes
in the portfolio are deemed appropriate, it is anticipated that under normal
circumstances the annual portfolio turnover rate would not exceed 200% with
respect to the Select Capital Appreciation Fund. In any particular year,
however, conditions could result in portfolio activities at a greater rate than
anticipated. In any case, a higher turnover rate does not in and of itself
indicate a variation from the stated investment policy. To a limited extent, the
Select Capital Appreciation Fund may engage in a short-term trading. A higher
portfolio turnover rate may involve corresponding greater brokerage commissions
and other transaction costs, which would be borne directly by each Fund, as well
as additional realized gains and/or losses to shareholders. The turnover rate
for the Select International Equity Fund, Select Aggressive Growth Fund, Small
Cap Value Fund, Growth Fund, Select Growth Fund, Select Growth and Income Fund,
Equity Index Fund, Investment Grade Income Fund, Government Bond Fund and Select
Income Fund for the two most recent fiscal years ended December 31, 1995 were
24% and 19%; 104% and 100%; 17% and 4%; 64% and 46%; 51% and 55%; 112% and 107%;
8% and 7%; 126% and 129%; 180% and 106% (for explanation see Prospectus); 131%
and 105%, respectively. The turnover rate for the Select Capital Appreciation
Fund for the period ended December 31, 1995 was 95%.

PERFORMANCE

The Trust may advertise performance information for the Funds and may
compare performance of the Funds to other investment or relevant indices. The
Funds may also advertise "yield", total return" and other non-standardized total
return data. For the non-money market funds, "yield" is calculated differently
than for the Money Market Fund. The Money Market Fund may advertise "yield" or
"effective yield". ALL PERFORMANCE FIGURES ARE BASED ON HISTORICAL EARNINGS AND
ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. The Funds' share price, yield
and total return fluctuate in response to market conditions and other factors,
and the value of Fund shares when redeemed may be more or less than their
original cost.

YIELDS AND TOTAL RETURNS QUOTED FOR THE FUNDS INCLUDE THE EFFECT OF
DEDUCTING THE FUNDS' EXPENSES, BUT MAY NOT INCLUDE CHARGES AND EXPENSES
ATTRIBUTABLE TO A PARTICULAR INSURANCE PRODUCT. SINCE SHARES OF THE FUNDS CAN BE
PURCHASED ONLY THROUGH A VARIABLE ANNUITY OR VARIABLE LIFE CONTRACT, YOU SHOULD
CAREFULLY REVIEW THE PROSPECTUS OF THE INSURANCE PRODUCT YOU HAVE CHOSEN FOR
INFORMATION ON RELEVANT CHARGES AND EXPENSES. INCLUDING THESE CHARGES IN THE
QUOTATIONS OF THE FUNDS' YIELD AND TOTAL RETURN WOULD HAVE THE EFFECT OF
DECREASING PERFORMANCE. PERFORMANCE INFORMATION FOR THE INSURANCE PRODUCT MUST
ALWAYS ACCOMPANY, AND BE REVIEWED WITH, ANY PERFORMANCE INFORMATION QUOTED FOR
THE FUNDS.

17
<PAGE>
YIELD OF THE FUNDS OTHER THAN THE MONEY MARKET FUND

The 30-day (or one month) standard yield of the Funds other than the Money
Market Fund is calculated as follows:

a - b
YIELD = 2[( ----- + 1)(6) - 1)]
cd

Where: a = dividends and interest earned by a
Fund during the period;
b = expenses accrued for the period
(net of reimbursements);
c = average daily number of shares outstanding during the
period,
entitled to receive dividends; and
d = maximum offering price per share on the last day of the
period.

For the purpose of determining net investment income earned during the
period (variable "a" in the formula), dividend income on equity securities held
by a Fund is recognized by accruing 1/360 of the stated dividend rate of the
security each day that the security is in the Fund. Except as noted below,
interest earned on debt obligations held by a Fund is calculated by computing
the yield to maturity of each obligation based on the market value of the
obligation (including actual accrued interest) at the close of business on the
last business day of each month, or, with respect to obligations purchased
during the month, the purchase price (plus actual accrued interest) and dividing
the result by 360 and multiplying the quotient by the market value of the
obligation (including actual accrued interest) in order to determine the
interest income on the obligation for each day of the subsequent month that the
obligation is held by the Fund. For purposes of this calculation, it is assumed
that each month contains 30 days. The maturity of an obligation with a call
provision is the next call date on which the obligation reasonably may be
expected to be called or, if none, the maturity date. With respect to debt
obligations purchased at a discount or premium, the formula generally calls for
amortization of the discount or premium. The amortization schedule will be
adjusted monthly to reflect changes in the market value of such debt
obligations. Expenses accrued for the period (variable "b" in the formula)
include all recurring fees charged by a Fund to all shareholder accounts in
proportion to the length of the base period and the Fund's mean (or median)
account size. Undeclared earned income will be subtracted from the offering
price per share (variable "d" in the formula).

MONEY MARKET FUND -- YIELD AND EFFECTIVE YIELD

The yield of the Money Market Fund refers to the net income generated by an
investment in the Fund over a stated seven-day period, expressed as an annual
percentage rate. Yield is computed by determining the net change (exclusive of
capital changes) in the value of a hypothetical pre-existing account having a
balance of 1 (one) share at the beginning of a seven-day calendar period,
dividing the net change in account value by the value of the account at the
beginning of the period, and multiplying the return over the seven-day period by
365/7. Thus the income is "annualized": the amount of income generated by the
investment during the seven-day period is assumed to be generated each week over
a 52-week period and is shown as a percentage of the investment. For purposes of
the calculation, net change in account value reflects the value of additional
shares purchased with dividends from the original share and dividends declared
on both the original share and any additional shares, but does not reflect
realized gains or losses or unrealized appreciation or depreciation.

The effective yield is calculated similarly, but the income earned by an
investment in the Money Market Fund is assumed to be reinvested. The "effective
yield" will be slightly higher than the "yield" because of this compounding
effect.

18
<PAGE>
TOTAL RETURN

The Funds may advertise total return. The total return shows what an
investment in each Fund would have earned over a specific period of time (one,
five or ten years or since commencement of operations, if less) assuming that
all distributions and dividends by the Fund were reinvested, and less all
recurring fees.

From time to time, the Fund may state its total return in advertisements and
investor communications. Total return may be stated for any relevant period as
specified in the advertisement or communication. Any statement of total return
or other performance data on the Fund will be accompanied by information on the
Fund's average annual total return over the most recent four calendar quarters
and the period from the Fund's inception of operations. The Fund may also
advertise aggregate annual total return information over different periods of
time.

A Fund's average annual total return is determined by reference to a
hypothetical $1,000 investment that includes capital appreciation and
depreciation for the stated period, according to the following formula:

P(1+T)n = ERV

Where: P = A hypothetical initial purchase of $1,000
T = average annual total return
n = number of years
ERV = Ending Redeemable Value of the hypothetical purchase at the
end of the period

Total return quoted in advertising reflects all aspects of the Fund's
return, including the effect of reinvesting dividends and capital gains
distributions, and any change in the Fund's net asset value per share over the
period.

AVERAGE ANNUAL RETURNS are calculated by determining the change in value of
a hypothetical investment in the Fund over a stated period, and calculating the
annually compounded percentage rate that would have produced the same result if
the rate of growth or decline in value has been constant over the period.
Average annual returns covering periods of less than one year are calculated by
determining the Fund's total return for the period, extrapolating that return
for a full year, and stating the result as an annual return. Because this method
assumes that performance will remain constant for the entire year, when in fact
it is unlikely that performance will remain constant, average annual returns for
a partial year must be viewed as strictly theoretical information.

INVESTORS SHOULD ALSO BE AWARE THAT A FUND'S PERFORMANCE IS NOT CONSTANT
OVER TIME, BUT VARIES FROM YEAR TO YEAR. AVERAGE ANNUAL RETURN REPRESENT
AVERAGED FIGURES AS OPPOSED TO THE ACTUAL PERFORMANCE OF THE FUND.

A Fund may also quote cumulative total returns which reflect the simple
change in value of an investment over a stated period. Average annual total
returns and cumulative total returns may be quoted as a percentage or as a
dollar amount. They may be calculated for a single investment, for a series of
investments, or for a series of redemptions over any time period. Total returns
may be broken down into their components of income and capital in order to show
their respective contributions to total return. Performance information may be
quoted numerically or in a table, graph or similar illustration.

OTHER PERFORMANCE INFORMATION

Performance information for a Fund may be compared to: (1) the S&P 500, Dow
Jones Industrial Average, Shearson Lehman Aggregate Bond Index, Russell 2000,
Russell 3000, Beta Adjusted Russell 3000, Shearson Lehman Government corporate
and 90 day Treasury Bills, Solomon High Yield Bond Index, Bank Rate Monitor,
NASDAQ Index or other unmanaged indices so that investors may compare a Fund's
results with those of a group of unmanaged securities widely regarded by
investors as

19
<PAGE>
representative of the securities markets in general; (2) other registered
investment companies or other investment products tracked (a) by Lipper
Analytical Services, Morningstar, Inc. and IBC/ Donoghues, Inc., all widely used
independent research firms which rank mutual funds and other investment
companies by overall performance, investment objectives, and assets, or (b) by
other services, companies, publications, or persons who rank such investment
companies on overall performance or other criteria; (3) or the Consumer Price
Index (a measure for inflation) to assess the real rate of return from an
investment in the Fund. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions for administrative and
management costs and expenses.

Performance information reflects only the performance of a hypothetical
investment during the particular time period on which the calculations are
based. Performance information should be considered in light of the investment
objectives and policies, characteristics and quality of the Fund and the market
conditions during the given time period. Yield and total return information may
be useful for reviewing the performance of the Fund and for providing a basis
for comparison with other investment alternatives. However, unlike bank deposits
or other investments which pay a fixed yield for a stated period of time, the
yield and total return do fluctuate.

PERFORMANCE INFORMATION FOR PERIODS ENDED DECEMBER 31, 1995

Set forth below is Total Return information for the Select International
Equity Fund, Select Aggressive Growth Fund, Select Capital Appreciation Fund,
Small Cap Value Fund, Growth Fund, Select Growth Fund, Select Growth and Income
Fund, Equity Index Fund, Investment Grade Income Fund, Select Income Fund,
Government Bond Fund and Money Market Fund for the 1-year, 5 year, 10 year
and/or since inception (the Trust began operations on April 29, 1985) periods
ended December 31, 1995, yield for the Investment Grade Income Fund, Select
Income Fund, and Government Bond Fund for the 30-day period ended December 31,
1995 and yield and effective yield information for the Money Market Fund for the
seven-day period ended December 31, 1995.

TOTAL RETURN FOR PERIODS ENDED DECEMBER 31, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
SELECT SELECT SELECT SMALL SELECT
INTERNATIONAL AGGRESSIVE CAPITAL CAP SELECT GROWTH AND
EQUITY GROWTH APPRECIATION VALUE GROWTH GROWTH INCOME
FUND FUND FUND FUND FUND FUND FUND
------------- ---------- ------------ ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
1-year period 19.63% 32.28% -- 17.60% 32.80% 24.59% 30.32%
5-year period -- -- -- -- 16.37% -- --
10-year period -- -- -- -- 14.77% -- --
Since inception 9.01% 20.16% 39.56%+ 10.14% -- 10.01% 11.66%

INVESTMENT
EQUITY GRADE SELECT GOVERNMENT MONEY
INDEX INCOME INCOME BOND MARKET
FUND FUND FUND FUND FUND
------------- ---------- ------------ ---------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
1-year period 36.18% 17.84% 16.96% 13.06% 5.84%
5-year period 15.86% 9.89% -- -- 4.55%
10-year period -- 8.83% -- -- 5.94%
Since inception 16.92% -- 6.70% 7.72% --
+ Not Annualized
</TABLE>

The Equity Index Fund began operations on September 28, 1990. The Government
Bond Fund began operations on August 26, 1991. The Growth Fund, Investment Grade
Income Fund and the Money Market Fund all began business operations on April 29,
1985. The Select Aggressive Growth

20
<PAGE>

Fund, Select Growth Fund, Select Growth and Income Fund and Select Income Fund
began operations on August 21, 1992. The Small Cap Value Fund began operations
on April 30, 1993. The Select International Equity Fund began operations on May
2, 1994. The Select Capital Appreciation Fund began operations on April 28,
1995.

YIELD FOR THE 30-DAY PERIOD ENDED DECEMBER 31, 1995 (UNAUDITED)

<TABLE>
<CAPTION>
INVESTMENT
GRADE INCOME SELECT INCOME GOVERNMENT BOND
FUND FUND FUND
------------ ------------- ---------------
<S> <C> <C>
6.11 % 5.87% 5.39%
</TABLE>

YIELD AND EFFECTIVE YIELD FOR THE MONEY MARKET FUND
FOR THE SEVEN-DAY PERIOD ENDED DECEMBER 31, 1995
(UNAUDITED)

<TABLE>
<S> <C>
Yield 5.53%
Effective Yield 5.68%
</TABLE>

MANAGEMENT OF ALLMERICA INVESTMENT TRUST

The Trust is managed by a Board of Trustees elected annually by the
shareholders of the Trust. The affairs of the Trust are conducted in accordance
with the Bylaws adopted by the Trustees.

<TABLE>
<CAPTION>
NAME, ADDRESS AND AGE AS OF POSITION AND OFFICES PRESENT POSITION AND PRINCIPAL
4/29/96 WITH THE TRUST OCCUPATIONS DURING THE PAST 5 YEARS
------------------------------ -------------------- ------------------------------------------------------------
<S> <C> <C>
Russell E. Fuller (69) Trustee Chairman, REFCO, Inc. (distributor of tools and abrasives)
730 Main Street
Boylston, Massachusetts
Gordon Holmes (57) Trustee Certified Public Accountant, Tofias, Fleishman, Shapiro &
205 Broadway Co. (Accountants)
Cambridge, Massachusetts
Bruce E. Langton (64) Trustee Member, First Allmerica Manager Evaluation Team; Director,
99 Jordan Lane Competitive Technologies, Inc. (technology transfer);
Stamford, Connecticut Trustee, Bankers Trust mutual funds; Member, Investment
Committee, TWA Pilots Trust Annuity Plan; Member, Investment
Committee, Unilever United States -- Pension & Thriftplans
*John F. O'Brien (52) Trustee, Chairman of Director, President and Chief Executive Officer, First
440 Lincoln Street the Board Allmerica; Director and Chairman of the Board, Allmerica
Worcester, Massachusetts Life
Attiatt F. Ott (60) Trustee Professor of Economics and Director of the Institute for
950 Main Street Economic Studies, Clark University
Worcester, Massachusetts
Ranne P. Warner (51) Trustee President, Centros Properties, USA; Owner, Ranne P. Warner
7 Water Street and Company; Director, Wainwright Bank & Trust Co.
Boston, Massachusetts (commercial bank)
Thomas S. Zocco (65) Trustee Retired; Colonial Capital Corp., President/ Director;
101 Summer Street President, Wainwright Banking, 1987-1991
Boston, Massachusetts
</TABLE>

21
<PAGE>

*Asterisks indicate the Trustees who are "interested persons" of the Trust as
defined in the Investment Company Act of 1940, as amended (the "1940 Act").

The Trustees who are not directors, officers, or employees of the Trust or
any investment adviser are reimbursed for their travel expenses in attending
meetings of the Trustees.

Listed below is the compensation paid to each Trustee by the Trust and by
all fourteen funds in the complex for the fiscal year ended December 31, 1995.
The Fund does not currently provide any pension or retirement benefits for its
Trustee or officers.

COMPENSATION TABLE

<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM TRUST COMPLEX
(INCLUDES 2 OTHER INVESTMENT
NAME OF PERSON AGGREGATE COMPENSATION COMPANIES)
AND POSITION FROM TRUST PAID TO TRUSTEES
- --------------------------------------------------- ---------------------- -------------------------------------
<S> <C> <C>
Russell E. Fuller.................................. $7,428 $8,000
Gordon Holmes...................................... $7,428 $8,000
*John D. Hunt...................................... $7,428 $8,000
Attiat F. Ott...................................... $7,428 $8,000
Ranne P. Warner.................................... $7,428 $8,000
Thomas S . Zocco................................... $6,490 $7,000
John P. Kavanaugh.................................. 0 0
Richard M. Reilly.................................. 0 0
John F. O'Brien.................................... 0 0
</TABLE>

* Mr. Hunt retired from all positions with the Trust effective February 7, 1996.
On February 6, 1996, the Trust elected Bruce E. Langton to fill the vacancy
created by Mr. Hunt's retirement.

The Trust Declaration provides that the Trust will indemnify its Trustees
and officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with the
Trust, except if it is determined in the manner specified in the Trust
Declaration that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust or that such
indemnification would relieve any officer or Trustee of any liability to the
Trust or its shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties.

22
<PAGE>
In addition to their positions with the Trust, Mr. O'Brien and Mr. Kavanaugh
are Directors of Allmerica Investments, Inc. ("Allmerica"), a broker-dealer
affiliate of First Allmerica. Mr. Reilly is President and Director of Allmerica.
In addition, several assistant officers of the Trust hold similar positions with
Allmerica.

CONTROL PERSON AND PRINCIPAL HOLDER OF SECURITIES

Allmerica Asset Management, Inc., with its principal office at 440 Lincoln
Street, Worcester, Massachusetts 01653, is the sub-adviser of certain Funds of
the Trust. Allmerica Investment Management Company, Inc. a wholly-owned
subsidiary of First Allmerica, is the manager of the Trust. The Separate
Accounts of First Allmerica or its affiliates are the shareholders of the Trust.
In addition, as of the date of this SAI, Allmerica Life, an indirect
wholly-owned subsidiary of First America, owned beneficially in excess of 5% of
Equity Index Fund, in excess of 13% of Select International Equity Fund and in
excess of 14% of Select Capital Appreciation Fund.

INVESTMENT MANAGEMENT AND OTHER SERVICES

Allmerica Investment Management Company, Inc. (the "Manager") serves as
investment manager of the Trust pursuant to the management agreement between the
Trust and the Manager (the "Management Agreement"). The Manager has entered into
sub-adviser agreements with different investment advisory firms (the
"Sub-Advisers") to manage each of the Funds.

The methods of computing the advisory and sub-advisory fees are set forth in
the Prospectuses under Management Fees and Expenses.

The total gross fees (before reimbursement) paid to the Manager under the
Management Agreement for each of the last three fiscal years ended December 31,
1995 were as follows:

<TABLE>
<CAPTION>
FISCAL YEAR 1995 FISCAL YEAR 1994 FISCAL YEAR 1993
---------------- ---------------- ----------------
<S> <C> <C> <C>
Select International Equity Fund....................... 672,770 151,718 -0-
Select Aggressive Growth Fund.......................... $1,943,953 $1,048,667 $ 313,914
Select Capital Appreciation Fund....................... 133,723 -0- -0-
Small Cap Value Fund................................... 453,215 240,122 32,640
Growth Fund............................................ 1,796,677 1,600,859 1,497,213
Select Growth Fund..................................... 1,017,303 610,088 258,342
Select Growth and Income Fund.......................... 1,124,323 656,966 232,472
Equity Index Fund...................................... 234,207 168,924 112,377
Investment Grade Income Fund........................... 511,997 459,770 351,971
Select Income Fund..................................... 297,434 201,564 78,705
Government Bond Fund................................... 206,197 296,626 293,588
Money Market Fund...................................... 389,542 252,544 221,640
</TABLE>

The Select Small Cap Value Fund began business operations on April 30, 1993.
The Select International Equity Fund began business operations on May 2, 1994.
The Select Capital Appreciation Fund began business operations on April 28,
1995.

The total dollar amounts paid to Nicholas-Applegate Capital Management as
sub-adviser for the Select Aggressive Growth Fund for each of the last three
fiscal years ended December 31, 1995, 1994 and 1993 were $1,166,372, $629,200
and $188,349, respectively.

The total dollar amount paid to Janus Capital Corporation as sub-adviser for
the Select Capital Appreciation Fund for the fiscal year ended December 31, 1995
was $79,987.

The total dollar amounts paid to David C. Babson & Co. as sub-adviser for
the Small Cap Value Fund for each of the last three fiscal years ended December
31, 1995, 1994 and 1993 were $266,597, $140,900 and $19,173, respectively.

23
<PAGE>

The total dollar amounts paid to Miller, Anderson & Sherrerd as sub-adviser
for the Growth Fund and for advisory services provided to certain other accounts
of First Allmerica, for each of the last three fiscal years ended December 31,
1995, 1994 and 1993 were $2,307,461, $2,164,488 and $843,721 respectively.

The total dollar amounts paid to Provident Investment Counsel as sub-adviser
for the Select Growth Fund for each of the last three fiscal years ended
December 31, 1995, 1994 and 1993 were $563,572, $347,988 and $151,966,
respectively.

The total dollar amounts paid to Newbold's Asset Management, Inc. ("NAM") as
sub-adviser for the Select Growth and Income Fund and for advisory services
provided to certain other accounts of First Allmerica, for each of the two
fiscal years ended December 31, 1994 and 1993 were $226,287 and $130,936,
respectively. NAM was replaced by John A. Levin & Co., Inc. ("JAL") as
sub-adviser for the Select Growth and Income Fund on October 1, 1994. The total
dollar amount paid to JAL for the fiscal year ended December 31, 1995, and 1994
were $524,774 and $130,936, respectively.

The total dollar amounts paid to Standish, Ayer & Wood as sub-adviser for
the Select Income Fund for each of the last three fiscal years ended December
31, 1995, 1994 and 1993 were $99,145, $67,188, and $25,776, respectively.

Each of the Management Agreement and sub-advisory agreements provides that
it may be terminated as to any Fund at any time by a vote of a majority in
interest of the shareholders of such Fund, by the Trustees, or by the investment
adviser to such Fund without payment of any penalty on not more than 60 days'
written notice; provided, however, that the agreement will terminate
automatically in the event of its assignment. Each of the agreements will
continue in effect as to any Fund for a period more than two years from the date
of its execution only so long as such continuance is specifically approved at
least annually by the Trustees or by vote of a majority in interest of the
shareholders of such Fund. In either event such continuance also must be
approved by vote of a majority of the Trustees who are not parties to the
agreement or interested persons of the Trust, the Manager or any sub-adviser,
cast in person at a meeting called for the purpose of voting such approval. The
terms of each agreement cannot be changed as to any Fund without the approval of
a majority in interest of the shareholders of that Fund. Under such agreements,
any liability of either the Manager or a sub-adviser is limited to situations
involving its willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties.

The Trustees and the shareholders of the Select Growth and Income Fund have
approved a new sub-advisory agreement which will become effective upon the
completion of the merger of JAL into Baker, Fentress & Company ("Baker
Fentress"), a non-diversified closed-end registered investment company. The new
agreement is identical in all material respects to the existing sub-advisory
agreement with JAL. The wholly owned subsidiary of Baker Fentress, to be known
as John A. Levin & Co., Inc., will be the sub-adviser.

A listing of John A. Levin & Co., Inc.'s current representative clients is
as follows:

<TABLE>
<S> <C>
-Allied Signal, Inc. -New York City Teachers Retirement Fund
-Johns Hopkins University -New York Philharmonic Society
-Joseph E. Seagram & Sons, Inc. -Thiokol, Inc.
-Morton International -USAIR
</TABLE>

A listing of Provident Investment Counsel's current representative clients
is as follows:

<TABLE>
<S> <C>
- Avon Products, Inc. - International Paper
-Domino's Pizza -King World Productions
-Boy Scouts of America -McGraw Hill, Inc.
-General Motors Corporation -Rockwell International
-GTE Inv. Management Corp. -Wesleyan University Endowment
</TABLE>

24
<PAGE>
A listing of Nicholas-Applegate Capital Management's current representative
clients is as follows:

<TABLE>
<S> <C>
-Champion International Corp. -Southwestern Bell Corporation
-Eastman Kodak -Stanford University Endowment
-Johnson & Johnson -Unisys Corporation
-Screen Actors Guild-Producers -University of Notre Dame
Pension and Health Plan -Yale University
</TABLE>

A listing of Standish, Ayer & Wood's current representative clients is as
follows:

<TABLE>
<S> <C>
-Archdiocese of Boston -New York Public Library
-BankAmerica -Northeastern University
-Harcourt General -NYNEX
-General Cinema -Workers Compensation
-City of Houston Reinsurance Association
</TABLE>

A listing of David L. Babson & Co., Inc.'s current representative clients is
as follows:

<TABLE>
<S> <C>
-American National Can -GUD Pension Trust (Guinness)
-Archdiocese of Cincinnati -Medical Center of Central Massachusetts
-Bell Atlantic Corporation -Newton Retirement Board
-Eastman Kodak Company -Oklahoma Firefighter Pension Board
-Florida Power and Light Group -RCB Trust Company
-Federated Department Stores -Textron
</TABLE>

A listing of Bank of Ireland Asset Management (U.S.) Limited's current
representative clients is as follows:

<TABLE>
<S> <C>
-CALSTRS -Pfizer, Inc.
-City of Dallas -State of Maryland
-Loyola Marymount University -Screen Actors Guild
-LTV Steel Corporation -Tuft's University
-Major League Baseball Players -Worcester County
</TABLE>

A listing of Miller Anderson & Sherred's current representative clients is
as follows:

<TABLE>
<S> <C>
-Boeing Company - J.C. Penney Company
-Dow Chemical Company -Smithkline Beecham
-Goldman, Sachs & Company -Sun Company
-Montgomery Ward -Texas Instruments, Inc.
-Philip Morris, Inc. -United Technologies Corporation
</TABLE>

Under the terms of the Management Agreement the Trust recognizes the
Manager's control of the name "Allmerica Investment Trust", and the Trust agrees
that its right to use that name is non-exclusive and can be terminated by the
Manager at any time.

SERVICES AGREEMENT. Under the terms of a Fund Accounting Services
Agreement, First Data Investor Services Group, Inc. ("First Data") a
wholly-owned subsidiary of First Data Corporation, located at 53 State Street,
Boston, Massachusetts, 02109, serves as the Trust's fund recordkeeping services
agent. First Data provides certain services, including determining the net asset
value per share of each of the Funds and maintaining the accounting records of
the Trust. First Data is entitled to receive an annual fund recordkeeping fee
based on Fund assets and certain out-of-pocket expenses. The Fund Accounting
Services Agreement may be renewed or amended by the Trustees without a
shareholder vote. The Fund Accounting Services Agreement is terminable by either
party on 90 days' written notice. The total fund recordkeeping fees paid to
First Data for the period April 1, 1995 to December 31, 1995, was $319,658.
Prior to March 31, 1995, fund accounting services were provided by 440 Financial
Group of Worcester, Inc. ("440 Financial"), a wholly-owned subsidiary of State
Mutual

25
<PAGE>

Life Assurance Company of America (now named First Allmerica). For the fiscal
years ending December 31, 1994 and 1993 and for the period January 1, 1995
through March 31, 1995, 440 Financial received fees for fund accounting and
other services of $450,953, $342,104 and $168,565, respectively.

CUSTODIAN.

Bankers Trust Company acts as custodian of the cash and securities of the
Trust. As such it holds in custody the Trust's portfolio securities and receives
and delivers them upon purchases and sales.

BROKERAGE ALLOCATION

In accordance with the Management Agreement and sub-advisory agreements, the
respective sub-adviser has the responsibility for the selection of brokers for
the execution of purchases and sales of the securities in a given Fund's
portfolio subject to the direction of the Trustees. The sub-advisers place the
Funds' portfolio transactions with brokers and, if applicable, negotiate
commissions.

Broker-dealers may receive brokerage commissions on portfolio transactions
of the Funds. The sub-advisers also may place portfolio transactions with such
broker-dealers acting as principal, in which case, no brokerage commissions are
payable, but other transaction costs are incurred. The Funds have not dealt nor
do they intend to deal exclusively with any particular broker-dealer or group of
broker-dealers. It is each Fund's policy always to seek best execution. This
means that each Fund's portfolio transactions will be placed where the Fund can
obtain the most favorable combination of price and execution services in
particular transactions or as provided on a continuing basis by a broker-dealer,
and that the Fund will 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. In evaluating the execution services of a
broker-dealer, including the overall reasonableness of its brokerage commissions
paid, consideration is given to the firm's general execution and operational
capabilities, and to its reliability, integrity, and financial condition.
Subject to the practice of always seeking best execution, the Funds' securities
transactions may be executed by broker-dealers who also provide research
services (as defined below) to the Funds, the sub-advisers and the other clients
advised by the sub-advisers. The sub-advisers may use all, some, or none of such
research services in providing investment advisory services to each of its
investment company and other clients, including the Funds. To the extent that
such services are used, they tend to reduce the expenses of the sub-advisers. In
the opinion of the sub-advisers it is impossible to assign an exact dollar value
to such services.

BROKERAGE AND RESEARCH SERVICES.

The agreements provide that, subject to such policies as the Trustees may
determine, the sub-advisers may cause a given Fund to pay a broker-dealer which
provides brokerage and research services an amount of commission for effecting a
securities transaction for that Fund in excess of the amount of commission which
another broker-dealer would have charged for effecting that transaction. As
provided in Section 28(e) of the Securities Exchange Act of 1934, "brokerage and
research services" include advice as to the value of securities, the
advisability of investing in, purchasing, or selling securities, the
availability of securities or purchasers or sellers of securities; furnishing
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). The sub-advisers must determine in good
faith that such greater commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker-dealer viewed
in terms of that particular transaction or the overall responsibilities of the
sub-advisers to its respective Funds and all other clients. The sub-advisers
also may consider sales by broker-dealers of variable and group annuity
contracts and variable life insurance policies that contemplates the Funds as an
investment option as a factor in the selection of broker-dealers to execute
portfolio transactions.

The other investment companies and clients advised by the sub-advisers
sometimes invest in securities in which the Funds also invest. A sub-adviser
also may invest for its own account in the

26
<PAGE>
securities in which the Funds invest. If the Funds, such other investment
companies and other clients of the sub-advisers desire to buy or sell the same
portfolio security at about the same time, the purchases and sales normally are
made as nearly as practicable on a pro rata basis in proportion to the amounts
desired to be purchased or sold by each. It is recognized that in some cases
this practice could have a detrimental effect on the price or volume of the
security as far as the Funds are concerned. In other cases, however, it is
believed that this practice may produce better executions. It is the opinion of
the Trustees that the desirability of retaining the sub-adviser as investment
advisers to their respective Funds outweighs the disadvantages, if any, which
might result from this practice.

Brokerage commissions for the Select International Equity Fund were $212,481
in 1995. Brokerage commissions for the Select Aggressive Growth Fund were
$685,971 in 1995, $374,677 in 1994 and $109,633 in 1993. Brokerage commissions
for the Select Capital Appreciation Fund were $94,679 in 1995. Brokerage
commissions for the Select Growth Fund were $147,728 in 1995, $128,621 in 1994
and $73,304 in 1993. Brokerage commissions for the Select Growth and Income Fund
were $458,046 in 1995, $370,133 in 1994 and $94,032 in 1993. Brokerage
commissions for the Growth Fund were $577,791 in 1995, $341,751 in 1994 and
$324,747 in 1993. Brokerage commissions for the Select Income Fund were $132,407
in 1994. Brokerage commissions for the Equity Index Fund were $28,468 in 1995,
$15,682 in 1994 and $16,913 in 1993. Brokerage commissions for the Small Cap
Value Fund were $54,538 in 1995, $66,517 in 1994 and $35,194 in 1993. Brokerage
commissions for the Investment Grade Income Fund were $78,654 in 1993. Brokerage
commissions for the Government Bond Fund were $16,759 in 1995. The other Funds
did not incur brokerage commissions in any of these years.

DIRECTED BROKERAGE PROGRAM

The sub-advisers of certain Funds may consider payments made to a Fund or to
other persons on behalf of the Fund for services provided to the Fund for which
the Fund would otherwise be obligated to buy when such payments are made by
brokers effecting transactions for such Fund. Some Funds have entered into an
agreement with certain brokers whereby the brokers will rebate a portion of
commissions. Such amounts earned by the Funds during 1995 under such agreements
were as follows: Select International Equity Fund, $11,687; Select Aggressive
Growth Fund, $2,753; Small Cap Value Fund, $7,929; Growth Fund, $85,334; Select
Growth Fund, $11,423; and Select Growth and Income Fund, $24,078.

PURCHASE, REDEMPTION, AND PRICING OF SECURITIES BEING OFFERED

As described in the Prospectus, shares of each Fund are sold and redeemed at
their net asset value as next computed after receipt of the purchase or
redemption order. Each purchase is confirmed to the Separate Account in a
written statement of the number of shares purchased and the aggregate number of
shares currently held.

The net asset value per share of each Fund is the total net asset value of
that Fund divided by the number of shares outstanding. The total net asset value
of each Fund is determined by computing the value of the total assets of that
Fund and deducting total liabilities, including accrued liabilities. The net
asset value of the shares of each Fund is determined once daily as of the close
of the New York Stock Exchange on each day on which the Exchange is open for
trading, and no less frequently than once daily on each other day (other than a
day during which no shares of the Fund were tendered for redemption and no order
to purchase or sell such shares was received by the Fund) in which there was a
sufficient degree in trading in the Fund's portfolio securities that the current
net asset value of the Fund's shares might be materially affected by changes in
the value of such portfolio securities.

Debt securities for which market quotations are not readily available are
valued at fair value by using valuation procedures approved in good faith by the
Trustees. As authorized by the Trustees, debt securities (other than short-term
obligations) of the Funds other than the Money Market Fund are valued on the
basis of valuations furnished by a pricing service which utilizes data
processing methods to determine valuations for normal, institutional-size
trading units of such securities. Such

27
<PAGE>
methods include the use of market transactions for comparable securities and
various relationships between securities which are generally recognized by
institutional traders. Short-term obligations having remaining maturities of
sixty (60) days or less are valued at amortized cost.

Short-term debt securities of the Funds other than the Money Market Fund
having a remaining maturity of more than sixty (60) days will be valued using a
"marking-to-market" method based upon either the readily available market price
or, if reliable market quotations are not available, upon quotations by dealers
or issuers for securities of a similar type, quality, and maturity. "Marking-to-
market" takes into account unrealized appreciation or depreciation due to
changes in interest rates or other factors which would influence the current
fair value of such securities.

All portfolio securities of the Money Market Fund will be valued by the
amortized cost method. The purpose of this method of calculation is to attempt
to maintain a constant net asset value per share of $1.00, but no assurance can
be given that this goal can be attained. Amortized cost is an approximation of
market value determined by systematically increasing the carrying value of a
security acquired at a discount, or systematically reducing the carrying value
of a security acquired at a premium, so that the carrying value is equal to
maturity value on the maturity date. It does not take into consideration
unrealized gains or losses. While the amortized cost method provides certainty
and consistency in portfolio valuation, it may result in valuations of portfolio
securities which are higher or lower than the prices at which the securities
could be sold. During such periods, the yield to investors in a Fund may differ
somewhat from that obtained if the Fund were to use mark-to-market values for
its portfolio securities. For example, if the use of amortized cost resulted in
a lower (higher) aggregate portfolio value on a particular day, a prospective
investor in the Fund would obtain a somewhat higher (lower) yield than would
result from marked-to- market valuation, and existing investors would receive
less (more) investment income.

The use of the amortized cost method of valuation by the Money Market Fund
is subject to rules of the Securities and Exchange Commission. Under the rules,
the Fund is required to maintain a dollar weighted average portfolio maturity of
90 days or less and to limit its investments to instruments which (1) its
sub-adviser, subject to the guidelines established by the Trustees, determines
present minimal credit risks, (2) have high quality ratings or are deemed
comparable, such that they are "eligible securities" as defined below, and (3)
have remaining maturity of thirteen months (397 days) or less at the time of
purchase, or are subject to a demand feature which reduces the remaining
maturity to thirteen months or less.

The Money Market Fund may only purchase "First or Second Tier eligible
securities" which are defined to include: (1) securities which have received the
highest or second highest rating by at least two nationally recognized
statistical rating organizations ("NRSRO") or by only one NRSRO if only one has
rated the security and (2) securities which are unrated, but, in the
sub-adviser's opinion, are of comparable quality. The Money Market Fund may
purchase securities which were long-term at issuance but have a remaining
maturity of thirteen months or less at the time of purchase, if: (a) the issuer
has comparable short-term debt securities outstanding which are eligible
securities or (b) the issuer has no short-term rating and the securities have
either no long-term rating or a long-term rating in one of the two highest
categories by an NRSRO.

The above standards must be satisfied at the time an investment is made. If
the quality of the investment later declines, the Fund (a) may dispose of the
security within five business days of the sub-adviser becoming aware of the new
rating, or (b) may continue to hold the investment, but the Trustees will
evaluate whether the security continues to present minimal credit risks.

As a part of the overall duty of care they owe to the Fund's shareholders,
the Trustees have established procedures reasonably designed to stabilize the
net asset value per share of the Money Market Fund as computed for the purpose
of distribution and redemption at $1.00 per share taking into account current
market conditions and the Fund's investment objectives. At such reasonable
intervals as they deem appropriate in light of current market conditions, the
Trustees will compare the results of calculating the net asset value per share
based on amortized cost with the results based

28
<PAGE>
on available indications of market value. If a difference of more than 1/2 of 1%
occurs between the two methods of valuation, the Trustees will take whatever
steps they deem necessary to minimize any material dilution or other unfair
results, such as shortening the average portfolio maturity, or realizing gains
or losses.

ORGANIZATION OF THE TRUST

The Agreement and Declaration of the Trust ("Trust Declaration") provides
that all persons extending credit to, contracting with or having any claims
against the Trust or a particular Fund shall look only to the assets of the
Trust or particular Fund for payment under such credit, contract, or claim, and
neither the shareholders, Trustees, or any of the Trust's officers, employees,
or agents shall be personally liable thereof. Under Massachusetts law,
shareholders could, under certain circumstances, be held liable for the
obligations of the Trust. The Trust Declaration, however, disclaims shareholder
liability for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each Agreement, obligation or instrument entered into or
executed by the Trust or the Trustees. The Trust Declaration provides for
indemnification out of a Fund's property for all loss and expense of any
shareholder of that Fund held liable on account of being or having been a
shareholder. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which the Fund of which
he or she was a shareholder would be unable to meet its obligations.

Pursuant to the Trust Declaration, a Trustee is liable for his or her own
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office of Trustee, but is not liable for
errors of judgment, mistakes of fact or law, any act or omission in accordance
with the advice of counsel or other experts with respect to the meaning of the
Trust Declaration, or for failing to follow such advice.

The Trust Declaration provides that, on any matter submitted to a vote of
the shareholders, all shares shall be voted by individual series, except (1)
when required by the 1940 Act, shares shall be voted in the aggregate and not by
individual series, and (2) when the Trustees have determined that the matter
affects only the interests of one or more series, then only the shareholders of
such series shall be entitled to vote thereon. Shares are freely transferable,
are entitled to dividends as declared by the Trustees and, on liquidation of the
Trust, shareholders are entitled to receive their pro data portion of the net
assets of the Fund of which they hold shares, but not of any other Fund.
Shareholders have no preemptive rights.

In the event that at any time less than a majority of the Trustees then in
office were elected by the shareholders, the Trustees must promptly call a
meeting of shareholders for the purpose of electing Trustees. Shareholders will
be assisted in communicating with other shareholders in connection with removing
a Trustee as if Section 16(c) of the 1940 Act applied to the Trust.

Matters subject to a vote by the shareholders include a change in the
fundamental policies of the Trust, as described in the Prospectus and the SAI,
the election or removal of Trustees, and the approval of agreements with
investment advisers. A majority, for the purposes of voting by shareholders
pursuant to the 1940 Act, is 67% or more of the voting securities of an
investment company present at an annual or special meeting of shareholders if
50% of the outstanding voting securities of such company are present or
represented by proxy or more than 50% of the outstanding voting securities of
such company, whichever is less.

INDEPENDENT ACCOUNTANTS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts 02110,
serves as the Fund's independent accountants providing audit and accounting
services including (i) examination of the annual financial statements, (ii)
assistance and consultation with respect to the preparation of filings with the
Securities and Exchange Commission and (iii) preparation of annual income tax
returns.

29
<PAGE>
FINANCIAL STATEMENTS

The Trust's financial statements and related notes and the report of the
independent accountants contained in the Trust's Annual Report for the fiscal
year ended December 31, 1995 are incorporated by reference into this Statement
of Additional Information.

30
<PAGE>

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

FINANCIAL STATEMENTS INCLUDED IN PART A

Financial Highlights Tables

FINANCIAL STATEMENTS INCLUDED IN PART B

Incorporated by reference to the annual reports for the
Allmerica Investment Trust, each dated December 31, 1995,
filed electronically pursuant to Section 30(b)(2) of the
Investment Company Act of 1940 are the following:

Select International Equity Fund (Accession No. 0000912057-
96-003366)
Select Aggressive Growth Fund (Accession No. 0000912057-96-
003366)
Select Capital Appreciation Fund (Accession No.0000912057-
96-003366)
Small Cap Value Fund (Accession No. 0000912057-96-003508)
Select Growth Fund (Accession No. 0000912057-96-003366)
Growth Fund (Accession No. 0000921057-96-003588)
Select Growth and Income Fund (Accession No. 0000912057-96-
003397)
Equity Index Fund (Accession No. 0000912057-96-003588)
Investment Grade Income Fund (Accession No. 0000912057-96-
003508)
Select Income Fund (Accession No. 0000912057-96-003397)
Government Bond Fund (Accession No. 0000912057-96-003451)
Money Market Fund (Accession No. 0000921057-96-003451)

The Financial Statements for the above-referenced Funds for
the time periods set forth in the Funds' Annual Reports
dated December 31, 1995 include:

Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Report of Independent Accountants

b) Exhibits

Exhibit 1- Agreement and Declaration of Trust, dated October 11, 1984, as
amended May 12, 1992 was previously filed in Post-effective
Amendment No. 20 on May 14, 1992 and is incorporated herein by
reference.

Exhibit 2- Bylaws as amended were previously filed in Post-effective
Amendment No. 20 on May 14, 1992 and are incorporated herein by
reference.

<PAGE>

Exhibit 3- None

Exhibit 4- None

Exhibit 5(a)- Management Agreement (the "Management Agreement") between
Registrant and Allmerica Investment Management Company, Inc. (the
"Manager") and Sub-Adviser Agreements between the Manager and
Nicholas-Applegate Capital Management, State Mutual Life
Assurance Company of America ("State Mutual") and Standish, Ayer
& Wood were previously filed in Post-effective Amendment No. 20
on May 14, 1992 and are incorporated herein by reference.

Exhibit 5(b) Statement of Assignment of Assumption of Sub-Adviser Duties by
Allmercia Investment Management Company under Sub-Adviser
Agreement between the Manager and State Mutual dated July 15,
1993 is filed herein.

Exhibit 5(c) Form of Notice (Small Cap Value Fund) was previously filed in
Post-effective Amendment No. 24 on February 25, 1993 and is
incorporated herein by reference.

Exhibit 5(d) Sub-Adviser Agreement between Manager and Bank of Ireland Asset
Management Limited with respect to the Select International
Equity Fund is filed herein.

Exhibit 5(e) Notice with respect to the Management Agreement (the Select
International Equity Fund) was previously filed in Post-Effective
Amendment No. 27 on October 27, 1994 and is incorporated herein
by reference.

Exhibit 5(f) Sub-Adviser Agreement between Manager and David L. Babson & Co.,
Inc. with respect to the Small Cap Value Fund dated June 30, 1995
is filed herein.

Exhibit 5(g) Sub-Adviser Agreement between Manager and John A. Levin & Co.
Inc. with respect to the Select Growth and Income Fund was
previously filed in Post-effective Amendment No. 27 on October
27, 1994 and is incorporated herein by reference.

Exhibit 5(h) Sub-Adviser Agreement between Janus Capital Corporation and
Manager with respect to the Select Capital Appreciation Fund
dated April 28, 1995 is filed herein.

Exhibit 5(i) Notice with respect to the Management Agreement (Select Capital
Appreciation Fund) was previously filed in Post-effective
Amendment No. 29 on April 28, 1995 and is incorporated herein by
reference.

Exhibit 5(j) Sub-Advisor Agreement between Manager and Provident Investment
Counsel, Inc. with respect to Select Growth Fund dated February
15, 1995 is filed herein.

Exhibit 5(k) Sub-Advisor Agreement between Manager and Miller, Anderson &
Sherrerd, LLP with respect to the Growth Fund dated January 3,
1996 is filed herein.

<PAGE>

Exhibit 6- None

Exhibit 7- None

Exhibit 8- Custodian Agreement with Bankers Trust Company dated October 25,
1995 is filed herein.

Exhibit 9(a)- Form of Fund Accounting Services Agreement (the "Fund Accounting
Services Agreement") was previously filed in Post-effective
Amendment No. 20 on May 14, 1992 and is incorporated herein by
reference.

Exhibit 9(b) Notice with respect to the Fund Accounting Services Agreement
(Small Cap Value Fund) was previously filed in Post-effective
Amendment No. 26 on March 2, 1994 and is incorporated herein by
reference.

Exhibit 9(c) Notice with respect to the Fund Accounting Services Agreement
(Select International Equity Fund) was previously filed in Post-
effective Amendment No. 27 on October 27, 1994 and is
incorporated herein by reference.

Exhibit 9(d) Notice with respect to the Fund Accounting Services Agreement
(the Select Capital Appreciation Fund) was previously filed in
Post-effective Amendment No. 29 on April 28, 1995 and is
incorporated herein by reference.

Exhibit 9(e) Assignment of Contract and Consent to Assignment with respect to
the Fund Accounting Services Agreement was previously filed in
Post-effective Amendment No. 29 on April 28, 1995 and is
incorporated herein by reference.

Exhibit 9(f) Administration Agreement between Manager and The Shareholder
Services Group, Inc. (now known as First Data Investor Services
Group, Inc. dated March 31, 1995 is filed herein.

Exhibit 10(a)-Consent and Opinion of Counsel with respect to the Select Capital
Appreciation Fund was previously filed in Post-Effective
Amendment No. 28 on February 15, 1995 and is incorporated herein
by reference.

Exhibit 10(b) Consent and Opinion of Counsel*

Exhibit 11- Consent of Independent Accountants is filed herein.

Exhibit 12- None

Exhibit 13- Participation Agreement with SMA Life Assurance Company dated
February 7, 1990 was previously filed in Post-effective Amendment
No. 10 on February 22, 1990 and is incorporated herein by
reference.

Exhibit 14- None

Exhibit 15- None

<PAGE>

Exhibit 16- Schedule for Computation of Performance Quotations is filed
herein.

Exhibit 17- Financial Data Schedules are filed herein.

Exhibit 18- None

Exhibit 19- Power of Attorney was previously filed in Post-effective
Amendment No. 29 on April 28, 1995 and is incorporated herein by
reference.

*Filed under Rule 24f-2 as part of Registrant's Rule 24f-2 Notice

Item 25. PERSONS UNDER COMMON CONTROL WITH REGISTRANT

Registrant was organized by State Mutual Life Assurance Company of America, now
known as First Allmerica Financial Life Insurance Company ("First Allmerica")
primarily for the purpose of providing a vehicle for the investment of assets
received by various separate investment accounts ("Separate Accounts")
established by First Allmerica and life insurance company subsidiaries of First
Allmerica including Allmerica Life Insurance and Annuity Company ("Allmerica
Life"). The assets in such Separate Accounts are, under state law, assets of
the life insurance companies which have established such accounts. Thus at any
time First Allmerica and its life insurance company subsidiaries will own such
of Registrant's outstanding shares as are purchased with Separate Account
assets; however, where required to do so, First Allmerica and its life insurance
company subsidiaries will vote such shares only in accordance with instructions
received from owners of the contracts pursuant to which sums are placed in such
Separate Accounts.

Item 26. NUMBER OF HOLDERS OF SECURITIES

As of the date of this filing, the Registrant has ninety-six shareholders. The
Allmerica Life Separate Account Va-A owns shares of the Growth Fund. The
Allmerica Life Separate Account Va-B and Va-C own shares of the Investment Grade
Income Fund. The Allmerica Life Separate Account Va-G and Va-H own shares of
the Money Market Fund. Five sub-accounts of the First Allmerica Separate Account
I own shares of the respective Funds. Eleven sub-accounts of the Allmerica Life
Separate Account Va-K invest in the respective Funds. Eleven sub-accounts of the
Allmerica Life VEL account, a separate account funding variable life insurance
policies, invest in the respective Funds. Seven sub-accounts of the Allmerica
Life Select Separate Account, a separate account funding variable annuity
contracts and group variable annuity contracts, invest in the respective Funds.
Eleven sub-accounts of the Allmerica Life VEL II account, a separate account
funding variable life insurance policies, invest in the respective Funds.
Eleven sub-accounts of the Allmerica Life VEL INHEIRITAGE account, a separate
account funding variable life insurance policies, invest in the respective
Funds. For policies and or contracts issued in the State of New York after
March 31, 1994, First Allmerica has replaced Allmerica Life for investment
purposes in the Registrant, consisting of eleven separate accounts of First
Allmerica Va-K accounts, a separate account funding variable annuity contracts
for their respective Funds. Seven First Allmerica Select Separate accounts, a
separate account funding variable annuity contracts and group variable annuity
contracts, invest in the respective Funds. Eleven sub-accounts of the First
Allmerica VEL II account, a separate account funding variable life insurance
policies, invest in the respective Funds. Eleven sub-accounts of the First
Allmerica VEL INHEIRITAGE account, a separate account funding variable life
insurance policies, invest in the respective Funds. First Allmerica Separate
Account H owns shares of the Select Aggressive Growth Fund. First Allmerica
Separate Account J owns shares of the Select International Equity Fund.

<PAGE>

Item 27. INDEMNIFICATION

Article VIII of Registrant's Agreement and Declaration Trust, entitled
"Indemnification," is incorporated herein by reference to Exhibit 1 of this
Registration Statement.

Article III, Section 12 of the Bylaws of First Allmerica provides that, to the
extent permitted by law, First Allmerica shall indemnify and save harmless each
present or former Director, Officer, and Home Office employee against all
liabilities and reasonable expenses imposed upon or incurred by him in
connection with, or as a result of a judicially approved settlement of, any
action, suit, or proceeding brought or threatened by reason of his being or
having been a Director, Officer, or Home Office employee of First Allmerica or
being or having been a Director, Trustee, Officer, Home Office employee,
fiduciary or agent of any corporation, trust or partnership, plan or other
entity at the request of First Allmerica. First Allmerica may, in advance of
final disposition of any such action, suit, or proceeding, pay incurred expenses
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification. No
indemnification shall be provided for any person with respect to any matter as
to which he shall have been adjudicated in any proceeding not to have acted in
good faith in the reasonable belief that his action was in the best interests of
First Allmerica. Home Office employee means any employee, other than employees
eligible to participate in the career agents' pension plan.

UNDERTAKING PURSUANT TO RULE 484

Article VIII of Registrant's Agreement and Declaration of Trust provides that
each of its Trustees and each Officer ( and his heirs, executors, and
administrators) may be indemnified against all liabilities and expenses arising
out of the defense or disposition of any action, suit, or other proceeding in
which such person may be or may have been involved by reason of being or having
been such a Trustee or Officer, except with respect to any matter as to which
such person shall have been finally adjudicated not to have acted in good faith
in the reasonable belief that such action was in the best interests of
Registrant, and except that no person shall be indemnified against any liability
to Registrant or to its shareholders to which such person otherwise would be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such person's
office.

Insofar as indemnification for liability arising under the 1933 Act may be
permitted to Trustees, Officers and Controlling Persons of Registrant pursuant
to the foregoing provisions, or otherwise, Registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or paid
by a Trustee, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted by such Trustee, Officer
or Controlling Person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT MANAGER AND SUB-
ADVISORS

The following Schedule Ds of Forms ADV are incorporated by reference: Allmerica
Investment Company, Inc., File No. 801-26516; Nicholas-Applegate Capital
Management File No. 801-21442; Allmerica Allmerica Asset Management, Inc., File
No. 801-9054; Miller, Anderson & Sherrerd, File No. 801-10437;

<PAGE>

Provident Investment Counsel, File No. 801-11303; Standish, Ayer & Wood, Inc.,
File No. 801-584; David L. Babson & Co. Inc., File No. 801-241; Bank of Ireland
Asset Management Limited, File No. 801-29606; John A. Levin & Co. Inc., File
No. 801-18010; and Janus Capital Corporation, File No. 801-13991.

Item 29. PRINCIPAL UNDERWRITERS

Not applicable

Item 30. LOCATION OF ACCOUNTS AND RECORDS

Each account, book or other document required to be maintained by Registrant
pursuant to Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1
to 31a-3 thereunder are maintained by Registrant at 440 Lincoln Street,
Worcester, Massachusetts 01653 or on behalf of the Registrant by First Data
Investor Services Group, Inc., 53 State Street, Boston, Massachusetts 02109.

Item 31 MANAGEMENT SERVICES

Not Applicable

Item 32. UNDERTAKINGS

(a) The Registrant undertakes to furnish to each person to whom a
Prospectus is delivered, a copy of the Registrant's latest Annual
Report to Shareholders, upon request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Worcester, and Commonwealth
of Massachusetts on the 26th day of April, 1996.

ALLMERICA INVESTMENT TRUST
(Registrant)

By: /s/ Richard M. Reilly
------------------------------------------
Richard M. Reilly, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ John F. O'Brien Chairman of the Board April 26, 1996
- ------------------------- and Trustee
John F. O'Brien

/s/ Richard M. Reilly President, Chief Executive April 26, 1996
- ------------------------- Officer, and Trustee
Richard M. Reilly

/s/ Thomas P. Cunningham Treasurer April 26, 1996
- ------------------------- (Principal Accounting Officer)
Thomas P. Cunningham

/s/ Russell E. Fuller Trustee April 26, 1996
- -------------------------
Russell E. Fuller

/s/ Gordon Holmes Trustee April 26, 1996
- -------------------------
Gordon Holmes

/s/ John P. Kavanaugh Trustee April 26, 1996
- -------------------------
John P. Kavanaugh

/s/ Bruce E. Langton Trustee April 26, 1996
- -------------------------
Bruce E. Langton

/s/ Attiat F. Ott Trustee April 26, 1996
- -------------------------
Attiat F. Ott

/s/ Ranne P. Warner Trustee April 26, 1996
- -------------------------
Ranne P. Warner

/s/ Thomas S. Zocco Trustee April 26, 1996
- -------------------------
Thomas S. Zocco

<PAGE>

EXHIBIT INDEX

Exhibit Page
Number Description Number
- ------ ----------- ------

5(b) Statement of Assignment of Assumption of Sub-Adviser Duties by
Allmerica Investment Management Company under Sub-Adviser Agreement
between the Manager and SMA dated July 15, 1993

5(d) Sub-Adviser Agreement between Manager and Bank of Ireland Asset
Management Limited with respect to the Select International Equity
Fund

5(f) Sub-Adviser Agreement between Manager and David L. Babson & Co., Inc.
with respect to the Small Cap Value Fund dated June 30, 1995

5(h) Sub-Adviser Agreement between Janus Capital Corporation and Manager
with respect to the Select Capital Appreciation Fund dated April 28,
1995

5(j) Sub-Advisor Agreement between Manager and Provident Investment
Counsel, Inc. with respect to Select Growth Fund dated February 15,
1995

5(k) Sub-Advisor Agreement between Manager and Miller, Anderson & Sherrerd,
LLP with respect to the Growth Fund dated January 3, 1996

8 Custodian Agreement with Bankers Trust Company dated October 25, 1995

9(f) Administration Agreement between Manager and The Shareholder Services
Group, Inc. (now known as First Data Investor Services Group, Inc.
dated March 31, 1995

11 Consent of Independent Accountants

16 Schedule for Computation of Performance Quotations

27 Financial Data Schedules

<PAGE>

STATEMENT OF
ASSUMPTION OF SUB-ADVISER DUTIES

Effective July 15, 1993, Allmerica Asset Management Inc. ("AAM") hereby assumes
all of the rights, duties and obligations of the Sub-Adviser of the Equity Index
Fund, Investment Grade Income Fund, Government Bond Fund, and Money Market Fund
of Allmerica Investment Trust (the "Trust") as set forth in the Sub-Adviser
Agreement (the "Agreement") dated July 1, 1992 between Allmerica Investment
Management Company, Inc. and State Mutual Life Assurance Company of America
("State Mutual"); and State Mutual hereby relinquishes all such rights, duties
and obligations to AAM as of the date set forth above.

Allmerica Asset Management Inc.

By: /s/ Diane E. Wood

Dated: July 15, 1993

State Mutual Life Assurance Company of America

By: /s/ Richard M. Reilly

Dated: July 15, 1993

The Trust hereby agrees to the assumption of all of the rights, duties and
obligations under the Agreement by AAM as set forth above.

Allmerica Investment Trust

By: /s/ Richard M. Reilly

Dated: July 15, 1993

<PAGE>

SUB-ADVISER AGREEMENT

Sub-Adviser Agreement executed as of May 1, 1994 between ALLMERICA INVESTMENT
MANAGEMENT COMPANY, INC., 440 Lincoln Street, Worcester, Massachusetts 01653
(the "Manager"), and BANK OF IRELAND ASSET MANAGEMENT LIMITED, with a principal
place of business at 26 Fitzwilliam Place, Dublin 2, Ireland, (the
"Sub-Adviser").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is agreed
as follows:

1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST

(a) Subject always to the control of the Trustees of Allmerica Investment
Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for the following
series of shares of the Trust: SELECT INTERNATIONAL EQUITY FUND and such other
series of shares as the Trust, the Manager and the Sub-Adviser may from time to
time agree on (the "Fund"). The Sub-Adviser will make investment decisions on
behalf of the Fund and place all orders for the purchase and sale of portfolio
securities. In the performance of its duties, the Sub-Adviser will comply with
the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust
and the objectives and policies of the Funds, as set forth in the current
Registration Statement of the Trust filed with the Securities and Exchange
Commission ("SEC") 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. The Sub-Adviser
shall make its officers and employees available to the Manager from time to time
at reasonable times to review investment policies of the Fund and to consult
with the Manager regarding the investment affairs of the Fund. In the
performance of its duties hereunder, the Sub-Adviser is and shall be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way or
otherwise be deemed to be an agent of the Trust.

(b) The Sub-Adviser, 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 the Fund (excluding pricing and bookkeeping
services).

(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio investments for the Fund with issuers, brokers or dealers selected by
the Sub-Adviser which may include brokers or dealers affiliated with the
Sub-Adviser. In the selection of such brokers or dealers and the placing of such
orders, the Sub-Adviser always shall seek best execution (except to the extent
permitted by the next sentence hereof), which is to place portfolio transactions
where the 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 Sub-Adviser 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 dealer that provides
brokerage and research services an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Sub-Adviser 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 Sub-Adviser and its
affiliates with respect to the Trust and to other clients of the Sub-Adviser as
to which the Sub-Adviser or any affiliate

<PAGE>

of the Sub-Adviser exercises investment discretion.

2. OTHER AGREEMENTS

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 Sub-Adviser, and that the
Sub-Adviser and any person controlled by or under common control with the
Sub-Adviser may have an interest in the Trust. It is also understood that the
Sub-Adviser and persons controlled by or under common control with the
Sub-Adviser 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 SUB-ADVISER

The Manager will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered, 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 Sub-Adviser.

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 specifically approved at least annually (i) by
the Trustees or by the affilmative 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 Sub-Adviser, 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
Sub-Adviser 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.
(b) This Agreement may be terminated as to any Fund without the payment of
any penalty by the Manager, 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 Sub-Adviser 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

<PAGE>

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 defned in the 1940 Act and
the rules and regulations thereunder, subject, however, to such exemptions as
may be granted by the SEC 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 SUB-ADVISER

The Sub-Adviser shall be under no liability to the Trust, the Manager or the
Trust's Shareholders or creditors for any matter or thing in connection with the
performance of any of the Sub-Adviser's services hereunder or for any losses
sustained or that may be sustained in the purchase, sale or retention of any
investment for the Funds of the Trust made by it in good faith; provided,
however, that nothing herein contained shall be construed to protect the
Sub-Adviser against any liability to the Trust by reason of the Sub-Adviser's
own willful misfeasance, bad faith, or gross negligence in the performance of
its duties or by reason of its reckless disregard of its obligations and duties
hereunder.

<PAGE>

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 Fund.

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 BANK OF IRELAND ASSET MANAGEMENT LIMITED 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: /s/ illegible signature

Title: Chief Financial Officer

BANK OF IRELAND ASSET MANAGEMENT LIMITED

By: /s/ Gerald Colleary
Title: Senior Vice President

By: /s/ Rosemary Mahon
Title: Vice President

Accepted and Agreed to as of the day and
year first above written:

ALLMERICA INVESTMENT TRUST

By: /s/ Richard M. Reilly

Title:

<PAGE>

SCHEDULE A

The Manager will pay to the Sub-Adviser as full compensation for the
Sub-Adviser's services rendered, a fee, computed monthly and paid quarterly
based on the average daily net assets of the Fund as set forth below:

ASSETS RATE
------ ----

First $50 Million 0.45%
Next $50 Million 0.40%
Over $100 Million 0.30%

The average daily net assets of the Fund shall be determined by taking an
average of all of the deterrninations of net asset value during each month at
the close of business each business day during such month while this Agreement
is in effect.

The fee for each quarter shall be payable within ten (10) business days after
the end of the quarter. If the Sub-Adviser shall serve for any period less than
a full month, the foregoing compensation shall be prorated according to the
proportion which such period bears to a full month.

<PAGE>

SUB-ADVISER AGREEMENT

Sub-Adviser Agreement executed as of June 30, 1995 between Allmerica Investment
Management Company, Inc. (the "Manager") and David L. Babson & Co. Inc. (the
"Sub-Adviser").

Witnesseth:

That in consideration of the mutual covenants herein contained, it is agreed
as follows:

1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST

(a) Subject always to the control of the Trustees of Allmerica Investment Trust
(the "Trust"), a Massachusetts business trust, the Sub-Adviser, at its expense,
will furnish continuously an investment program for the following series of
shares of the Trust: the SMALL CAP VALUE FUND and such other series of shares as
the Trust, the Manager and the Sub-Adviser may from time to time agree on
(together, the "Funds"). The Sub-Adviser will make investment decisions on
behalf of the Funds and place all orders for the purchase and sale of portfolio
securities. In the performance of its duties, the Sub-Adviser will comply with
the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust
and the objectives and policies of the Fund, as set forth in the current
Registration Statement of the Trust filed with the Securities and Exchange
Commission ("SEC") 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 and which are
furnished to the Sub-Adviser. The Sub-Adviser shall make its officers and
employees available to the Manager from time to time at reasonable times to
review investment policies of the Fund and to consult with the Manager regarding
the investment affairs of the Funds. In the performance of its duties hereunder,
the Sub-Adviser is and shall be an independent contractor and, unless otherwise
expressly provided or authorized, shall have no authority to act for or
represent the Trust in any way or otherwise be deemed to be an agent of the
Trust.

(b) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio investments for the Fund with issuers, brokers or dealers selected by
the SubAdviser which may include brokers or dealers affiliated with the
Sub-Adviser. In the selection of such brokers or dealers and the placing of such
orders, the Sub-Adviser always shall seek best execution, (except to the extent
permitted by the next sentence hereof) which is to place portfolio transactions
where the 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 Sub-Adviser 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 dealer that provides
brokerage and research services an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Sub-Adviser 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 Sub-Adviser and its
affiliates with respect to the Trust and to other clients of the Sub-Adviser as
to which Sub-Adviser or any affiliate of the Sub-Adviser exercises investment
discretion.

<PAGE>

2. OTHER AGREEMENTS

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 Sub-Adviser, and in any person controlled by or
under common control with the Sub-Adviser, and that the Sub-Adviser and any
person controlled by or under common control with the Sub-Adviser may have an
interest in the Trust. It is also understood that the Sub-Adviser and persons
controlled by or under common control with the Sub-Adviser 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 SUB-ADVISER

The Manager will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered 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 attached 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 Sub-Adviser.

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 until May 30, 1996, and shall continue in full force and effect
for successive periods of one year thereafter, but only so long as such
continuance is specifically approved at least 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 Sub-Adviser, 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 Sub-Adviser may
continue to serve hereunder as the Sub-Adviser to such Funds in a manner
consistent with the Investment Company Act of 1940, as amended ("1940 Act") and
the rules and regulations thereunder.

B. This Agreement may be terminated as to 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 Sub-Adviser 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.

<PAGE>

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 rules and regulations thereunder, subject, however, to such exemptions as
may be granted by the SEC 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 Exchange Act of 1934
and the rules and regulations thereunder.

7. NON-LIABILITY OF SUB-ADVISER

The Sub-Adviser shall be under no liability to the Trust, the Manager or the
Trust' s Shareholders or creditors for any matter or thing in connection with
the performance of any of the Sub-Adviser's services hereunder or for any losses
sustained or that may be sustained in the purchase, sale or retention of any
investment for the Funds of the Trust made by it in good faith; provided,
however, that nothing herein contained shall be construed to protect the
Sub-Adviser against any liability to the Trust by reason of the Sub-Adviser' s
own willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
hereunder.

8. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS

A copy of the Trusts' 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.

<PAGE>

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 David L. Babson & Co. Inc. 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 /s/ Robert T. Stemple
---------------------------

DAVID L. BABSON & CO. INC.,

By /s/ illegible signature
---------------------------

Accepted and Agreed to as of the day and year first above written:

ALLMERICA INVESTMENT TRUST

By /s/ Robert T. Stemple

<PAGE>

SCHEDULE A

The Manager will pay to the Sub-Adviser as full compensation for the
SubAdviser's services rendered, a fee, computed and paid quarterly at an annual
rate of .50% of the average daily net assets of the Fund. The fee for each
quarter shall be payable within ten (10) business days after the end of the
quarter.

The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net asset value during each month at the
close of business on each business day during such month while this Agreement is
in effect.

If the Sub-Adviser shall serve for any period less than a full month, the
foregoing compensation shall be prorated according to the proportion which such
period bears to a full month.

<PAGE>

SUB-ADVISER AGREEMENT

Sub-Adviser Agreement executed as of April 28, 1995 between ALLMERICA
INVESTMENT MANAGEMENT COMPANY, INC, 440 Lincoln Street, Worcester, Massachusetts
01653 (the "Manager"), and JANUS CAPITAL CORPORATION, with a principal place of
business at 100 Fillmore Street, Suite 300, Denver, Colorado 80206-4923 (the
"Sub-adviser").

WITNESSETH:

That in consideration of the mutual covenants herein contained, it is agreed
as follows:

1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST

(a) Subject always to the control of the Trustees of Allmerica Investment
Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for the following
series of shares of the Trust: THE SELECT CAPITAL APPRECIATION FUND and such
other series of shares as the Trust, the Manager and the Sub-Adviser may from
time to time agree on (the "Fund"). The Sub-Adviser will have exclusive
authority to make investment decisions on behalf of the Fund and place all
orders for the purchase and sale of portfolio securities in such proportions
as the Sub-Adviser may determine without regard to the length of time the
securities have been held and the resulting rate of portfolio turnover or any
tax considerations, subject however, to the Fund's investment objective,
policies and restrictions and to the supervision by the Manager and the Board
of Trustees of the Trust. In the performance of its duties, the Sub-Adviser
will comply with the provisions of the Agreement and Declaration of Trust and
Bylaws of the Trust and the objective and policies of the Fund, as set forth
in the current Registration Statement of the Trust ("Registration
Statement") filed with the Securities and Exchange Commission ("SEC") and any
applicable federal and state laws, and upon receipt of the relevant
disclosure documents 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. The Sub-Adviser shall make its officers and employees
available to the Manager from time to time at reasonable times to review
investment policies of the Fund and to consult with the Manager regarding
the investment affairs of the Fund. In the performance of its duties
hereunder, the Sub-Adivser is and shall be an independent contractor and,
except as necessary to perform this Agreement, or unless otherwise expressly
provided or authorized, shall have no authority to act for or represent the
Trust in any way or otherwise be deemed to be an agent of the Trust.

(b) The Sub-Adviser, at its expense, will furnish all investment and
management personnel, facilities, and equipment necessary to perform the duties
set forth in this Agreement.

(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio investments for the Fund with issuers, brokers or dealers selected
by the Sub-Adviser which may include brokers or dealers affiliated with the
Sub-Adviser or the Manager. In the selection of such brokers or dealers and
the placing of such orders, the Sub-Adviser always shall seek best execution
(except to the extent permitted by the next sentence hereof), which is to
place portfolio transactions where the Fund can obtain the most favorable
combination of price and execution services in particular transactions or
provided on a continuing basis by 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 Sub-Adviser 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 dealer that provides brokerage and research services
an amount of commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction, if the Sub-Adviser determines in good

<PAGE>

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 Sub-Adviser and its affiliates with respect to the
Trust and to other clients of the Sub-Adviser to which the Sub-Adviser or any
affiliate of the Sub-Adviser exercises investment discretion.

2. OBLIGATIONS OF THE MANAGER

(a) The Manager shall timely furnish information to the Sub-Adviser
regarding the composition of assets in the Fund, cash requirements and cash
available for investment in the Fund.

(b) The Manager shall provide to the Sub-Adviser, a copy of the Fund's
most recent Registration Statement, including the most recent prospectuses
and the statement of additional information, including any amendments,
updates or supplements to such documents before or at the time the
amendments, updates or supplements become effective.

(c) The Manager also shall provide the Sub-Adviser with any additional
materials or information that the Sub-Adviser may reasonably request from
time to time to enable it to perform its duties under this Agreement.

3. OTHER AGREEMENTS

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 Sub-Adviser, and that the
Sub-Adviser and any person controlled by or under common control with the
Sub-Adviser may have an interest in the Trust. It is also understood that the
Sub-Adviser and persons controlled by or under common control with the
Sub-Adviser have and may have advisory management sevice or other contracts
with other organizations and persons, and may have other interests and
businesses.

4. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER

5. 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 Sub-Adviser.

6. 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.

<PAGE>

only so long as each such continuance is specifically approved at least
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 Sub-Adviser, by vote cast in person at a meeting wherein the annual
renewal of investment advisory agreements is traditionally undertaken or 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 Sub-Adviser 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.

(b) This Agreement may be terminated as to any Fund without the payment of
any penalty by the Manager, 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 Sub-Adviser 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.

7. 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 SEC under said Act; 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.

8. NONLIABILITY OF SUB-ADVISER

The Sub-Adviser shall be under no liability to the Trust, the Manager or
the Trust's Shareholders or creditors for any matter or thing in connection
with the performance of any of the Sub-Adviser's services hereunder or for
any losses sustained or that may be sustained in the purchase, sale or
retention of any investment for the Funds of the Trust made by it in good
faith; provided, however, that nothing herein contained shall be construed to
protect the Sub-Adviser against any liability to the Trust by reason of the
Sub-Adviser's own willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.

9. 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 Fund.

10. CONFIDENTIALITY AND PROPRIETARY RIGHTS

<PAGE>

(a) The Manager will not directly, or indirectly, and will not permit its
employees, officers, directors, agents, contractors, or the Fund to, in any
form or by any means, use, disclose or furnish to any person or entity
records or information concerning, the business of the Sub-Adviser, except as
necessary for the performance of its duties under this Agreement or its
investment management agreement with the Fund.

(b) The Sub-Adviser will not directly, or indirectly, and will not permit
its employees, officers, directors or agents to in any form or by any means,
use, disclose or furnish to any person or entity, records or information
concerning the business of the Manager or the Fund, except as necessary for
the performance of its duties under this Agreement.

(c) The Sub-Adviser is the sole owner of the name and mark "Janus " The
Manager shall provide the Sub-Adviser with any and all written sales and
marketing material in which Manager proposes to use the name and mark "Janus"
and Sub-Adviser shall have five (5) business days to review and approve the
use of such material by the Manager, which approval shall not be unreasonably
withheld. The Manager shall not permit the Fund to, without prior written
approval of the Sub-Adviser, use the name or mark "Janus" or make
representations regarding the Sub-Adviser or its affiliates.

(d) Upon termination of this Agreement for any reason, Manager shall use
its best efforts to cause the Fund to immediately cease all use of the
"Janus" name or any "Janus" mark.

11. NON-EXCLUSIVITY

(a) The Sub-Adviser and its affiliates may act as the investment adviser
and provide other services to various investment companies and other managed
accounts. In the event of such activities, the transactions and associated
costs will be allocated among such clients (including the Fund) in a manner
that the Sub-Adviser believes to be equitable provided that such allocation
complies with industry standards and provided further that the Sub-Adviser
shall report to the Board of Trustees regarding such allocation of
transaction expenses when requested to do so.

(b) The Sub-Adviser, its affiliates, or any of their directors, officers,
employees or agents may buy, sell or trade any securities or other
investment instruments for its or their own account or for the account of
others for whom it or they may be acting, provided that such activities will
not adversely affect or otherwise impair the performance by the Sub-Adviser
of its responsibilities under this Agreement and shall be in accordance with
all applicable laws and regulations.

(c) The Sub-Adviser shall be subject to a written code of ethics adopted by
it pursuant to Rule 17j-1(b) or the 1940 Act (the "Code"), and shall not be
subject to any other code of ethics, including the Manager's code of ethics,
unless specifically adopted by the Sub-Adviser. The Sub-Adviser shall forward
any proposed amendments to such Code to the Manager.

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 JANUS CAPITAL CORPORATION and 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.

<PAGE>

ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC.

By: /s/ illegible signature

Title: Vice President and Treasurer

JANUS CAPITAL CORPORATION

By: /s/ illegible signature

Title: Assistant Vice President

Accepted and Agreed to as of the day and
year first above written:

ALLMERICA INVESTMENT TRUST

By: /s/ illegible signature
Title: Vice President and Controller

<PAGE>

SCHEDULE A

The Manager will pay to the Sub-Adviser as full compensation for the
Sub-Adviser's services rendered, a fee, accrued monthly and paid quarterly based
on the average daily net assets of the Fund as set forth below:

ASSETS RATE

First $100 Million 0.60%
Over $100 Million 0.55%

The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net asset value during each month at the
close of business each business day during such month while this Agreement is in
effect.

<PAGE>

SUB-ADVISER AGREEMENT

Sub-Adviser Agreement executed as of February 15, l995 between ALLMERICA
INVESTMENT MANAGEMENT COMPANY, INC. (the "Manager"), and PROVIDENT INVESTMENT
COUNSEL, INC. ("PIC") (the "Sub-Adviser").

Witnesseth:

That in consideration of the mutual covenants herein contained, it is agreed
as follows:

1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST

(a) Subject always to the control of the Trustees of Allmerica Investment
Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for the following
series of shares of the Trust: SELECT GROWTH FUND and such other series of
shares as the Trust, the Manager and the Sub-Adviser may from time to time agree
on (together, the "Funds"). The Sub-Adviser 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 Sub-Adviser will
comply with the provisions of the Agreement and Declaration of Trust and Bylaws
of the Trust and the objective 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 ("SEC") 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
Sub-Adviser 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. In
the performance of its duties hereunder, the, Sub-Adviser is and shall be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the trust in any way or
otherwise be deemed to be an agent of the Trust.

(b) The Sub-Adviser, 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 Sub-Adviser shall place all orders for the purchase and sale of
portfolio investments for each Fund with issuers, brokers or dealers selected by
the Sub-Adviser which may include brokers or dealers affiliated with the
Sub-Adviser. In the selection of such brokers or dealers and the placing of such
orders, the Sub-Adviser 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 dealer that provides brokerage
and research services an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the Sub-Adviser
determines in good faith that such excess

<PAGE>

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
Sub-Adviser and its affiliates with respect to the Trust and to other clients of
the Sub-Adviser as to which the Sub-Adviser or any affiliate of the Sub-Adviser
exercises investment discretion.

(d) The Sub-Adviser shall not be obligated to pay any expenses of or for a
Fund not expressly assumed by the Sub-Adviser pursuant to this Section 1.

2. OTHER AGREEMENTS

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, thc SubAdviser, and in any person
controlled by or under common control with the Sub-Adviser, and that the
Sub-Adviser and any person controlled by or under common control with the
Sub-Adviser may have an interest in the Trust. It is also understood that the
Sub-Adviser and persons controlled by or under common control with the
Sub-Adviser 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 SUB-ADVISER

The Manager will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered and for the expenses borne by the Sub-Adviser 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

5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT

This Agreement shall be effective as of February 15, 1995, and shall remain
in full force and effect until May 31, 1995, 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 until May 31, 1995, and shall continue in full force and effect
for successive periods of one year thereafter, but only so long as each such
continuance is specifically approved annually (i) by the Trustees or by the
affirmative vote of a majority of the outstanding voting securities of the
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 Sub-Adviser, 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 Sub-Adviser may
continue to serve hereunder in a manner consistent with the Investment Company
Act of 1940, as amended

<PAGE>

(" 1940 Act") and the rules and regulations thereunder.

(b) This Agreement may be terminated as to any Fund without the payment of
any penalty by the Manager, by vote of the Trustees, subject to the approval 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 Sub-Adviser on sixty days'
written notice.

6. CERTAIN DEFINITIONS

For the purposes of this Agreement, the "affirmative vote of a majoritv of
the outstanding voting securities" means the affirmative vote, at a duly called
and held meeting of sharehoiders, (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 Investment
Company Act of 1940 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 Investment Company Act of 1940 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 SUB-ADVISER

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 Sub-Adviser shall not be subject to any liability to the Trust,
to any shareholder of the Trust, or to the Manager, 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.

<PAGE>

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 PROVIDENT INVESTMENT COUNSEL 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: illegible signature

its: Chief Financial Officer

PROVIDENT INVESTMENT COUNSEL, INC.

By: illegible signature

Its: President and Chairman of the Board

Accepted and Agreed to as of the day and year first above written:

ALLMERICA INVESTMENT TRUST

By: illegible signature

Its: Vice President and Treasurer

<PAGE>

SCHEDULE A

The Manager will pay to the Sub-Adviser as compensation for the Sub-Adviser's
services rendered and for the expenses borne by the Sub-Adviser pursuant to
Section 1, a fee, computed daily at an annual rate based on the average daily
net assets of each Fund under the following fee schedule. Such fee will be paid
to the Sub-Adviser after the end of each calendar quarter.

Assets Rate
- ------ ----

First $50 Million 0.50%
Next $100 Million 0.45%
Next $100 Million 0.35%
Next $100 Million 0.30%
Over $350 Million 0.25%

<PAGE>

SUBADVISER AGREEMENT

Subadviser Agreement executed as of January 3, 1996 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 liability 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 dealer that provides brokerage
and research services an amount of commission greater than that which 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 the
Subadviser or any affiliate of the Subadviser exercises investment

<PAGE>

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
controlling, controlled by or under common control with the Subadviser, and that
the Subadviser and any person controlling, controlled by or under common control
with the Subadviser may have an interest in the Trust. It is also understood
that the Subadviser and any person controlling, 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

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.

B. This Agreement may be terminated as to 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.

<PAGE>

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

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 to provide 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 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.

<PAGE>

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 /s/ Richard M. Reilly

MILLER ANDERSON & SHERRERD. LLP

By
--------------------

Accepted and Agreed to
as of the day and year first above written:

ALLMERICA INVESTMENT TRUST

By /s/ Richard M. Reilly

<PAGE>

SCHEDULE A

ANNEXED TO AGREEMENTS BY AND BETWEEN MILLER, ANDERSON & SHERRERD LLP, (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, First Allmerica
Financial Life Insurance Company 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
the assets of the Funds of Allmerica Investment Trust during the quarter and the
market value of assets of The Hanover Insurance Company, Citizens Insurance
Company of America, and First Allmerica Financial Life Insurance Company as of
the beginning of such quarter. The first billing for the accounts of The Hanover
Insurance Company, Citizens Insurance Company of America, and First Allmerica
Financial Life Insurance Company 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 for any
Affiliated Client, the fee will be prorated based on actual days.

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.

<PAGE>

Mutual Fund/Business Trust/Series

CUSTODIAN AGREEMENT

AGREEMENT dated as of October 25, 1995 between BANKERS TRUST
COMPANY (the "Custodian") and ALLMERICA INVESTMENT TRUST (the "Customer").

WHEREAS, the Customer may be organized with one or more series of
shares, each of which shall represent an interest in a separate portfolio of
Securities and Cash (each as hereinafter defined) (all such existing and
additional series now or hereafter listed on Exhibit A being hereafter referred
to individually as a "Portfolio" and collectively, as the "Portfolios"); and

WHEREAS, the Customer desires to appoint the Custodian as
custodian on behalf of the Portfolios under the terms and conditions set forth
in this Agreement, and the Custodian has agreed to so act as custodian.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

1. EMPLOYMENT OF CUSTODIAN. The Customer hereby employs the
Custodian as custodian of all assets of each Portfolio which are delivered to
and accepted by the Custodian or any Subcustodian (as that term is defined in
Section 4) (the "Property") pursuant to the terms and conditions set forth
herein. Without limitation, such Property shall include stocks and other equity
interests of every type, evidences of indebtedness, other instruments
representing same or rights or obligations to receive, purchase, deliver or sell
same and other non-cash investment property of a Portfolio which is acceptable
for deposit ("Securities") and cash from any source and in any currency
("Cash"). The Custodian shall not be responsible for any property of a
Portfolio held or received by the Customer or others and not delivered to the
Custodian or any Subcustodian.

2. MAINTENANCE OF SECURITIES AND CASH AT CUSTODIAN AND
SUBCUSTODIAN LOCATIONS. Pursuant to Instructions, the Customer shall direct the
Custodian to (a) settle Securities transactions and maintain cash in the country
or other jurisdiction in which the principal trading market for such Securities
is located, where such Securities are to be presented for payment or where such
Securities are acquired and (b) maintain cash and cash equivalents in such
countries in amounts reasonably necessary to effect the Customer's transactions
in such Securities. Instructions to settle Securities transactions in any
country shall be deemed to authorize the holding of such Securities and Cash in
that country.

3. CUSTODY ACCOUNT. The Custodian agrees to establish and
maintain one or more custody accounts on its books each in the name of a
Portfolio (each, an "Account") for any and all Property from time to time
received and accepted by the Custodian or any Subcustodian for the account of
such Portfolio. Upon delivery by the Customer to the Custodian of any Property
belonging to a Portfolio, the Customer shall, by Instructions (as hereinafter
defined in Section 14), specifically indicate which Portfolio such Property
belongs or if such Property belongs to more than one Portfolio shall allocate
such Property to the appropriate Portfolio. The Custodian shall allocate such
Property to the Accounts in accordance with the Instructions; PROVIDED THAT the
Custodian shall have the right, in its sole discretion, to refuse to accept any
Property that is not in proper form for deposit for any reason. The Customer on
behalf of each Portfolio, acknowledges its responsibility as a principal for all
of its obligations to the Custodian arising under or in connection with this
Agreement, warrants its

<PAGE>

authority to deposit in the appropriate Account any Property received therefor
by the Custodian or a Subcustodian and to give, and authorize others to give,
instructions relative thereto. The Custodian may deliver securities of the same
class in place of those deposited in the Account.
The Custodian shall hold, keep safe and protect as custodian for each Account,
on behalf of the Customer, all Property in such Account. All transactions,
including, but not limited to, foreign exchange transactions, involving the
Property shall be executed or settled solely in accordance with Instructions
(which shall specifically reference the Account for which such transaction is
being settled), except that until the Custodian receives Instructions to the
contrary, the Custodian will:

(a) collect all interest and dividends and all other
income and payments, whether paid in cash or in kind, on the
Property, as the same become payable and credit the same to the
appropriate Account;

(b) present for payment all Securities held in an
Account which are called, redeemed or retired or otherwise become
payable and all coupons and other income items which call for
payment upon presentation to the extent that the Custodian or
Subcustodian is actually aware of such opportunities and hold the
cash received in such Account pursuant to this Agreement;

(c) (i) exchange Securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the exchange
of warrants, or other documents of entitlement to securities, for
the Securities themselves) and (ii) when notification of a tender
or exchange offer (other than ministerial exchanges described in
(i) above) is received for an Account, endeavor to receive
Instructions, provided that if such Instructions are not received
in time for the Custodian to take timely action, no action shall
be taken with respect thereto;

(d) whenever notification of a rights entitlement or a
fractional interest resulting from a rights issue, stock dividend
or stock split is received for an Account and such rights
entitlement or fractional interest bears an expiration date, if
after endeavoring to obtain Instructions such Instructions are not
received in time for the Custodian to take timely action or if
actual notice of such actions was received too late to seek
Instructions, sell in the discretion of the Custodian (which sale
the Customer hereby authorizes the Custodian to make) such rights
entitlement or fractional interest and credit the Account with the
net proceeds of such sale;

(e) execute in the Customer's name for an Account,
whenever the Custodian deems it appropriate, such ownership and
other certificates as may be required to obtain the payment of
income from the Property in such Account;

(f) pay for each Account, any and all taxes and levies
in the nature of taxes imposed on interest, dividends or other
similar income on the Property in such Account by any governmental
authority. In the event there is insufficient Cash available in
such Account to pay such taxes and levies, the Custodian shall
notify the Customer of the amount of the shortfall and the
Customer, at its option, may deposit additional Cash in such
Account or take steps to have sufficient Cash available. The
Customer agrees, when and if requested by the Custodian and
required in connection

<PAGE>

with the payment of any such taxes to cooperate with the Custodian
in furnishing information, executing documents or otherwise; and

(g) appoint brokers and agents for any of the
ministerial transactions involving the Securities described in (a)
- (f), including, without limitation, affiliates of the Custodian
or any Subcustodian.

4. SUBCUSTODIANS AND SECURITIES SYSTEMS. The Customer authorizes
and instructs the Custodian to hold the Property in each Account in custody
accounts which have been established by the Custodian with (a) one of its U.S.
branches or another U.S. bank or trust company or branch thereof located in the
U.S. which is itself qualified under the Investment Company Act of 1940, as
amended ("1940 Act"), to act as custodian (individually, a "U.S. Subcustodian"),
or a U.S. securities depository or clearing agency or system in which the
Custodian or a U.S. Subcustodian participates (individually, a "U.S. Securities
System") or (b) one of its non-U.S. branches or majority-owned non-U.S.
subsidiaries, a non-U.S. branch or majority-owned subsidiary of a U.S. bank or a
non-U.S. bank or trust company, acting as custodian (individually, a "non-U.S.
Subcustodian"; U.S. Subcustodians and non-U.S. Subcustodians, collectively,
"Subcustodians"), or a non-U.S. depository or clearing agency or system in which
the Custodian or any Subcustodian participates (individually, a "non-U.S.
Securities System"; U.S. Securities System and non-U.S. Securities System,
collectively, Securities System"), PROVIDED that in each case in which a U.S.
Subcustodian or U.S. Securities System is employed, each such Subcustodian or
Securities System shall have been approved by Instructions; PROVIDED FURTHER
that in each case in which a non-U.S. Subcustodian or non-U.S. Securities System
is employed, (a) such Subcustodian or Securities System either is (i) a
"qualified U.S. bank" as defined by Rule 17f-5 under the 1940 Act ("Rule 17f-5")
or (ii) an "eligible foreign custodian" within the meaning of Rule 17f-5 or such
Subcustodian or Securities System is the subject of an order granted by the U.S.
Securities and Exchange Commission ("SEC") exempting such agent or the
subcustody arrangements thereto from all or part of the provisions of Rule 17f-5
and (b) the agreement between the Custodian and such non-U.S. Subcustodian has
been approved by Instructions; it being understood that the Custodian shall have
no liability or responsibility for determining whether the approval of any
Subcustodian or Securities System has been proper under the 1940 Act or any rule
or regulation thereunder.

Upon receipt of Instructions, the Custodian agrees to cease the
employment of any Subcustodian or Securities System with respect to the
Customer, and if desirable and practicable, appoint a replacement subcustodian
or securities system in accordance with the provisions of this Section. In
addition, the Custodian may, at any time in its discretion, upon written
notification to the Customer, terminate the employment of any Subcustodian or
Securities System.

Upon request of the Customer, the Custodian shall deliver to the
Customer annually a certificate stating: (a) the identity of each non-U.S.
Subcustodian and non-U.S. Securities System then acting on behalf of the
Custodian and the name and address of the governmental agency or other
regulatory authority that supervises or regulates such non-U.S Subcustodian and
non-U.S. Securities System; (b) the countries in which each non-U.S.
Subcustodian or non-U.S. Securities System is located; and (c) so long as Rule
17f-5 requires the Customer's Board of Trustees to directly approve its foreign
custody arrangements, such other information relating to such non-U.S.
Subcustodians and non-U.S. Securities Systems as may reasonably be requested by
the Customer to ensure compliance with Rule 17f-5. So long as Rule 17f-5
requires the Customer's Board of Trustees to directly approve its foreign
custody arrangements, the Custodian also shall furnish annually to the Customer
information concerning such non-U.S. Subcustodians and non-U.S. Securities
Systems similar in kind

<PAGE>

and scope as that furnished to the Customer in connection with the initial
approval of this Agreement. Custodian agrees to promptly notify the Customer
if, in the normal course of its custodial activities, the Custodian has reason
to believe that any non-U.S. Subcustodian or non-U.S. Securities System has
ceased to be a qualified U.S. bank or an eligible foreign custodian each within
the meaning of Rule 17f-5 or has ceased to be subject to an exemptive order from
the SEC.

5. USE OF SUBCUSTODIAN. With respect to Property in an
Account which is maintained by the Custodian in the custody of a Subcustodian
employed pursuant to Section 4:

(a) The Custodian will identify on its books as
belonging to the Customer on behalf of a Portfolio, any Property
held by such Subcustodian.

(b) Any Property in the Account held by a Subcustodian
will be subject only to the instructions of the Custodian or its
agents.

(c) Property deposited with a Subcustodian will be
maintained in an account holding only assets for customers of the
Custodian.

(d) Any agreement the Custodian shall enter into with a
non-U.S. Subcustodian with respect to the holding of Property
shall require that (i) the Account will be adequately indemnified
or its losses adequately insured; (ii) the Securities are not
subject to any right, charge, security interest, lien or claim of
any kind in favor of such Subcustodian or its creditors except a
claim for payment in accordance with such agreement for their safe
custody or administration and expenses related thereto, (iii)
beneficial ownership of such Securities be freely transferable
without the payment of money or value other than for safe custody
or administration and expenses related thereto, (iv) adequate
records will be maintained identifying the Property held pursuant
to such Agreement as belonging to the Custodian, on behalf of its
customers and (v) to the extent permitted by applicable law,
officers of or auditors employed by, or other representatives of
or designated by, the Custodian, including the independent public
accountants of or designated by, the Customer be given access to
the books and records of such Subcustodian relating to its actions
under its agreement pertaining to any Property held by it
thereunder or confirmation of or pertinent information contained
in such books and records be furnished to such persons designated
by the Custodian.

6. USE OF SECURITIES SYSTEM. With respect to Property in the
Account(s) which are maintained by the Custodian or any Subcustodian in the
custody of a Securities System employed pursuant to Section 4:

(a) The Custodian shall, and the Subcustodian will be
required by its agreement with the Custodian to, identify on its
books such Property as being held for the account of the Custodian
or Subcustodian for its customers.

(b) Any Property held in a Securities System for the
account of the Custodian or a Subcustodian will be subject only to
the instructions of the Custodian or such Subcustodian, as the
case may be.

<PAGE>

(c) Property deposited with a Securities System will be
maintained in an account holding only assets for customers of the
Custodian or Subcustodian, as the case may be, unless precluded by
applicable law, rule, or regulation.

(d) The Custodian shall provide the Customer with any
report obtained by the Custodian on the Securities System's
accounting system, internal accounting control and procedures for
safeguarding securities deposited in the Securities System.

7. AGENTS. The Custodian may at any time or times in its sole
discretion appoint (or remove) any other U.S. bank or trust company which is
itself qualified under the 1940 Act to act as custodian, as its agent to carry
out such of the provisions of this Agreement as the Custodian may from time to
time direct; PROVIDED, however, that the appointment of any agent shall not
relieve the Custodian of its responsibilities or liabilities hereunder.

8. RECORDS, OWNERSHIP OF PROPERTY, STATEMENTS, OPINIONS OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.

(a) The ownership of the Property whether Securities, Cash and/or
other property, and whether held by the Custodian or a Subcustodian or in a
Securities System as authorized herein, shall be clearly recorded on the
Custodian's books as belonging to the appropriate Account and not for the
Custodian's own interest. The Custodian shall keep accurate and detailed
accounts of all investments, receipts, disbursements and other transactions for
each Account. All accounts, books and records of the Custodian relating thereto
shall be open to inspection and audit at all reasonable times during normal
business hours by any person designated by the Customer. All such accounts
shall be maintained and preserved in the form reasonably requested by the
Customer. The Custodian will supply to the Customer from time to time, as
mutually agreed upon, a statement in respect to any Property in an Account held
by the Custodian or by a Subcustodian. In the absence of the filing in writing
with the Custodian by the Customer of exceptions or objections to any such
statement within sixty (60) days of the mailing thereof, the Customer shall be
deemed to have approved such statement and in such case or upon written approval
of the Customer of any such statement, such statement shall be presumed to be
for all purposes correct with respect to all information set forth therein.

(b) The Custodian shall take all reasonable action as the
Customer may request to obtain from year to year favorable opinions from the
Customer's independent certified public accountants with respect to the
Custodian's activities hereunder in connection with the preparation of the
Customer's Form N-1A and the Customer's Form N-SAR or other periodic reports to
the SEC and with respect to any other requirements of the SEC.

(c) At the request of the Customer, the Custodian shall deliver
to the Customer a written report prepared by the Custodian's independent
certified public accountants with respect to the services provided by the
Custodian under this Agreement, including, without limitation, the Custodian's
accounting system, internal accounting control and procedures for safeguarding
Cash and Securities, including Cash and Securities deposited and/or maintained
in a securities system or with a Subcustodian. Such report shall be of
sufficient scope and in sufficient detail as may reasonably be required by the
Customer and as may reasonably be obtained by the Custodian.

(d) The Customer may elect to participate in any of the electronic
on-line service and communications systems offered by the Custodian which can
provide the Customer, on a daily basis, with the ability to view on-line or to
print on hard copy various reports of Account activity and of

<PAGE>

Securities and/or Cash being held in any Account. To the extent that such
service shall include market values of Securities in an Account, the Customer
hereby acknowledges that the Custodian now obtains and may in the future obtain
information on such values from outside sources that the Custodian considers to
be reliable and the Customer agrees that the Custodian (i) does not verify or
represent or warrant either the reliability of such service nor the accuracy or
completeness of any such information furnished or obtained by or through such
service and (ii) shall be without liability in selecting and utilizing such
service or furnishing any information derived therefrom.

9. HOLDING OF SECURITIES, NOMINEES, ETC. Securities in an
Account which are held by the Custodian or any Subcustodian may be held by such
entity in the name of the Customer, on behalf of a Portfolio, in the Custodian's
or Subcustodian's name, in the name of the Custodian's or Subcustodian's
nominee, or in bearer form. Securities that are held by a Subcustodian or which
are eligible for deposit in a Securities System as provided above may be
maintained with the Subcustodian or the Securities System in an account for the
Custodian's or Subcustodian's customers, unless prohibited by law, rule, or
regulation. The Custodian or Subcustodian, as the case may be, may combine
certificates representing Securities held in an Account with certificates of the
same issue held by it as fiduciary or as a custodian. In the event that any
Securities in the name of the Custodian or its nominee or held by a Subcustodian
and registered in the name of such Subcustodian or its nominee are called for
partial redemption by the issuer of such Security, the Custodian may, subject to
the rules or regulations pertaining to allocation of any Securities System in
which such Securities have been deposited, allot, or cause to be allotted, the
called portion of the respective beneficial holders of such class of security in
any manner the Custodian deems to be fair and equitable.

10. PROXIES, ETC. With respect to any proxies, notices,
reports or other communications relative to any of the Securities in any
Account, the Custodian shall perform such services and only such services
relative thereto as are (i) set forth in Section 3 of this Agreement, (ii)
described in Exhibit B attached hereto (as such service therein described may be
in effect from time to time) (the "Proxy Service") and (iii) as may otherwise be
agreed upon between the Custodian and the Customer. The liability and
responsibility of the Custodian in connection with the Proxy Service referred to
in (ii) of the immediately preceding sentence and in connection with any
additional services which the Custodian and the Customer may agree upon as
provided in (iii) of the immediately preceding sentence shall be as set forth in
the description of the Proxy Service and as may be agreed upon by the Custodian
and the Customer in connection with the furnishing of any such additional
service and shall not be affected by any other term of this Agreement. Neither
the Custodian nor its nominees or agents shall vote upon or in respect of any of
the Securities in an Account, execute any form of proxy to vote thereon, or give
any consent or take any action (except as provided in Section 3) with respect
thereto except upon the receipt of Instructions relative thereto.

11. SEGREGATED ACCOUNT. To assist the Customer in complying
with the requirements of the 1940 Act and the rules and regulations thereunder,
the Custodian shall, upon receipt of Instructions, establish and maintain a
segregated account or accounts on its books for and on behalf of a Portfolio.

12. SETTLEMENT PROCEDURES. Securities will be transferred,
exchanged or delivered by the Custodian or a Subcustodian upon receipt by the
Custodian of Instructions which include all information required by the
Custodian. Settlement and payment for Securities received for an Account and
delivery of Securities out of such Account may be effected in accordance with
the customary or established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering Securities to the

<PAGE>

purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with the expectation of receiving later payment for
such Securities from such purchaser or dealer, as such practices and procedures
may be modified or supplemented in accordance with the standard operating
procedures of the Custodian in effect from time to time for that jurisdiction or
market. The Custodian shall not be liable for any loss which results from
effecting transactions in accordance with the customary or established
securities trading or securities processing practices and procedures in the
applicable jurisdiction or market, so long as the Custodian used reasonable care
in effecting such transactions.

Notwithstanding that the Custodian may settle purchases and sales
against, or credit income to, an Account, on a contractual basis, as outlined in
the Investment Manager User Guide provided to the Customer by the Custodian, the
Custodian may, at its sole option, reverse such credits or debits to the
appropriate Account in the event that the transaction does not settle, or the
income is not received in a timely manner, and the Customer agrees to hold the
Custodian harmless from any losses which may result therefrom.

Except as otherwise may be agreed upon by the parties hereto, the
Custodian shall not be required to comply with Instructions to settle the
purchase of any Securities for an Account unless there is sufficient Cash in
such Account at the time or to settle the sale of any Securities in such Account
unless such Securities are in deliverable form. Notwithstanding the foregoing,
if the purchase price of such securities exceeds the amount of Cash in an
Account at the time of settlement of such purchase, the Custodian may, in its
sole discretion, but in no way shall have any obligation to, permit an overdraft
in such Account in the amount of the difference solely for the purpose of
facilitating the settlement of such purchase of securities for prompt delivery
for such Account. The Customer agrees to immediately repay the amount of any
such overdraft in the ordinary course of business and further agrees to
indemnify and hold the Custodian harmless from and against any and all losses,
costs, including, without limitation the cost of funds, and expenses incurred in
connection with such overdraft. The Customer agrees that it will not use the
Account to facilitate the purchase of securities without sufficient funds in the
Account (which funds shall not include the proceeds of the sale of the purchased
securities).

13. PERMITTED TRANSACTIONS. The Customer agrees that it will
cause transactions to be made pursuant to this Agreement only upon Instructions
in accordance Section 14 and only for the purposes listed below.

(a) In connection with the purchase or sale of Securities at
prices as confirmed by Instructions.

(b) When Securities are called, redeemed or retired, or otherwise
become payable.

(c) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan or merger,
consolidation, reorganization, recapitalization or readjustment.

(d) Upon conversion of Securities pursuant to their terms into
other securities.

(e) Upon exercise of subscription, purchase or other similar
rights represented by Securities.

<PAGE>

(f) For the payment of interest, taxes, management or supervisory
fees, distributions or operating expenses.

(g) In connection with any borrowings by the Customer requiring a
pledge of Securities, but only against receipt of amounts borrowed.

(h) In connection with any loans, but only against receipt of
collateral as specified in Instructions which shall reflect any restrictions
applicable to the Customer.

(i) For the purpose of redeeming shares of the capital stock of
the Customer against delivery of the shares to be redeemed to the Custodian, a
Subcustodian or the Customer's transfer agent.

(j) For the purpose of redeeming in kind shares of the Customer
against delivery of the shares to be redeemed to the Custodian, a Subcustodian
or the Customer's transfer agent.

(k) For delivery in accordance with the provisions of any
agreement among the Customer, on behalf of a Portfolio, the Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934 and a member
of the National Association of Securities Dealers, Inc., relating to compliance
with the rules of The Options Clearing Corporation, the Commodities Futures
Trading Commission and of any registered national securities exchange, or of any
similar organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Customer.

(l) For release of Securities to designated brokers under covered
call options, provided, however, that such Securities shall be released only
upon payment to the Custodian of monies for the premium due and a receipt for
the Securities which are to be held in escrow. Upon exercise of the option, or
at expiration, the Custodian will receive the Securities previously deposited
from broker. The Custodian will act strictly in accordance with Instructions in
the delivery of Securities to be held in escrow and will have no responsibility
or liability for any such Securities which are not returned promptly when due
other than to make proper request for such return.

(m) For spot or forward foreign exchange transactions to
facilitate security trading or receipt of income from Securities related
transactions.

(n) Upon the termination of this Agreement as set forth in
Section 20.
(o) For other proper purposes.

The Customer agrees that the Custodian shall have no obligation to verify the
purpose for which a transaction is being effected.

14. INSTRUCTIONS. The term "Instructions" means instructions
from the Customer in respect of any of the Custodian's duties hereunder which
have been received by the Custodian at its address set forth in Section 21 below
(i) in writing (including, without limitation, facsimile transmission) or by
tested telex signed or given by such one or more person or persons as the
Customer shall have from time to time authorized in writing to give the
particular class of Instructions in question and whose name and (if applicable)
signature and office address have been filed with the Custodian, or (ii) which
have been transmitted electronically through an electronic on-line service and

<PAGE>

communications system offered by the Custodian or other electronic instruction
system acceptable to the Custodian, or (iii) a telephonic or oral communication
by one or more persons as the Customer shall have from time to time authorized
to give the particular class of Instructions in question and whose name has been
filed with the Custodian; or (iv) upon receipt of such other form of
instructions as the Customer may from time to time authorize in writing and
which the Custodian has agreed in writing to accept. Instructions in the form
of oral communications shall be confirmed by the Customer by tested telex or
writing in the manner set forth in clause (i) above, but the lack of such
confirmation shall in no way affect any action taken by the Custodian in
reliance upon such oral instructions prior to the Custodian's receipt of such
confirmation. Instructions may relate to specific transactions or to types or
classes of transactions, and may be in the form of standing instructions.

The Custodian shall have the right to assume in the absence of
notice to the contrary from the Customer that any person whose name is on file
with the Custodian pursuant to this Section has been authorized by the Customer
to give the Instructions in question and that such authorization has not been
revoked. The Custodian may act upon and conclusively rely on, without any
liability to the Customer or any other person or entity for any losses resulting
therefrom, any Instructions reasonably believed by it to be furnished by the
proper person or persons as provided above.

15. STANDARD OF CARE. The Custodian shall be responsible for the
performance of only such duties as are set forth herein or contained in
Instructions given to the Custodian which are not contrary to the provisions of
this Agreement. The Custodian will use reasonable care with respect to the
safekeeping of Property in each Account and in carrying out its obligations
under this Agreement. So long as and to the extent that it has exercised
reasonable care, the Custodian shall not be responsible for the title, validity
or genuineness of any Property or other property or evidence of title thereto
received by it or delivered by it pursuant to this Agreement and shall be held
harmless in acting upon, and may conclusively rely on, without liability for any
loss resulting therefrom, any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be signed or furnished
by the proper party or parties, including, without limitation, Instructions, and
shall be indemnified by the Customer for any losses, damages, costs and expenses
(including, without limitation, the reasonable fees and expenses of counsel)
incurred by the Custodian and arising out of action taken or omitted with
reasonable care by the Custodian hereunder or under any Instructions. The
Custodian shall be liable to the Customer for any act or omission to act of any
Subcustodian to the same extent as if the Custodian committed such act itself.
With respect to a Securities System, the Custodian shall only be responsible or
liable for losses arising from employment of such Securities System caused by
the Custodian's own failure to exercise reasonable care. In the event of any
loss to the Customer by reason of the failure of the Custodian or a Subcustodian
to utilize reasonable care, the Custodian shall be liable to the Customer to the
extent of the Customer's actual damages at the time such loss was discovered
without reference to any special conditions or circumstances. In no event shall
the Custodian be liable for any consequential or special damages. The Custodian
shall be entitled to rely, and may act, on advice of counsel (who may be counsel
for the Customer) on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.

In the event the Customer subscribes to an electronic on-line
service and communications system offered by the Custodian, the Customer shall
be fully responsible for the security of the Customer's connecting terminal,
access thereto and the proper and authorized use thereof and the initiation and
application of continuing effective safeguards with respect thereto and agree to
defend and indemnify the Custodian and hold the Custodian harmless from and
against any and all losses, damages, costs and expenses (including the
reasonable fees and expenses of counsel)

<PAGE>

incurred by the Custodian as a result of any improper or unauthorized use of
such terminal by the Customer or by any others.

All collections of funds or other property paid or distributed in
respect of Securities in an Account, including funds involved in third-party
foreign exchange transactions, shall be made at the risk of the Customer.

Subject to the exercise of reasonable care, the Custodian shall
have no liability for any loss occasioned by delay in the actual receipt of
notice by the Custodian or by a Subcustodian of any payment, redemption or other
transaction regarding Securities in each Account in respect of which the
Custodian has agreed to take action as provided in Section 3 hereof. The
Custodian shall not be liable for any loss resulting from, or caused by, or
resulting from acts of governmental authorities (whether de jure or de facto),
including, without limitation, nationalization, expropriation, and the
imposition of currency restrictions; devaluations of or fluctuations in the
value of currencies; changes in laws and regulations applicable to the banking
or securities industry; market conditions that prevent the orderly execution of
securities transactions or affect the value of Property; acts of war, terrorism,
insurrection or revolution; strikes or work stoppages; the inability of a local
clearing and settlement system to settle transactions for reasons beyond the
control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption,
nuclear fusion, fission or radioactivity, or other acts of God.

The Custodian shall have no liability in respect of any loss,
damage or expense suffered by the Customer, insofar as such loss, damage or
expense arises from the performance of the Custodian's duties hereunder by
reason of the Custodian's reliance upon records that were maintained for the
Customer by entities other than the Custodian prior to the Custodian's
employment under this Agreement.

The provisions of this Section shall survive termination of this
Agreement.

16. INVESTMENT LIMITATIONS AND LEGAL OR CONTRACTUAL
RESTRICTIONS OR REGULATIONS. The Custodian shall not be liable to the Customer
and the Customer agrees to indemnify the Custodian and its nominees, for any
loss, damage or expense suffered or incurred by the Custodian or its nominees
arising out of any violation of any investment restriction or other restriction
or limitation applicable to the Customer or any Portfolio pursuant to any
contract (other than contracts to which the Custodian is a party) or any law or
regulation. The provisions of this Section shall survive termination of this
Agreement.

17. FEES AND EXPENSES. The Customer agrees to pay to the
Custodian such compensation for its services pursuant to this Agreement as may
be mutually agreed upon in writing from time to time and the Custodian's
reasonable out-of-pocket or incidental expenses in connection with the
performance of this Agreement, including (but without limitation) reasonable
legal fees as described herein and/or deemed necessary in the judgment of the
Custodian to keep safe or protect the Property in the Account. The initial fee
schedule is attached hereto as Exhibit C. The Customer hereby agrees to hold
the Custodian harmless from any liability or loss resulting from any taxes or
other governmental charges, and any expense related thereto, which may be
imposed, or assessed with respect to any Property in an Account and also agrees
to hold the Custodian, its Subcustodians, and their respective nominees harmless
from any liability as a record holder of Property in such Account. The
provisions of this Section shall survive the termination of this Agreement.

<PAGE>

18. TAX RECLAIMS. With respect to withholding taxes deducted
and which may be deducted from any income received from any Property in an
Account, the Custodian shall perform such services with respect thereto as are
described in Exhibit D attached hereto and shall in connection therewith be
subject to the standard of care set forth in such Exhibit D. Such standard of
care shall not be affected by any other term of this Agreement.

19. AMENDMENT, MODIFICATIONS, ETC. No provision of this
Agreement may be amended, modified or waived except in a writing signed by the
parties hereto. No waiver of any provision hereto shall be deemed a continuing
waiver unless it is so designated. No failure or delay on the part of either
party in exercising any power or right under this Agreement operates as a
waiver, nor does any single or partial exercise of any power or right preclude
any other or further exercise thereof or the exercise of any other power or
right.

20. TERMINATION. (a) TERMINATION OF ENTIRE AGREEMENT. This
Agreement may be terminated by the Customer or the Custodian by ninety (90)
days' written notice to the other; PROVIDED that notice by the Customer shall
specify the names of the persons to whom the Custodian shall deliver the
Securities in each Account and to whom the Cash in such Account shall be paid.
If notice of termination is given by the Custodian, the Customer shall, within
ninety (90) days following the giving of such notice, deliver to the Custodian a
written notice specifying the names of the persons to whom the Custodian shall
deliver the Securities in each Account and to whom the Cash in such Account
shall be paid. In either case, the Custodian will deliver such Securities and
Cash to the persons so specified, after deducting therefrom any amounts which
the Custodian determines to be owed to it under Sections 12, 17, and 23. In
addition, the Custodian may in its discretion withhold from such delivery such
Cash and Securities as may be necessary to settle transactions pending at the
time of such delivery. The Customer grants to the Custodian a lien and right of
setoff against the Account and all Property held therein from time to time in
the full amount of the foregoing obligations. If within ninety (90) days
following the giving of a notice of termination by the Custodian, the Custodian
does not receive from the Customer a written notice specifying the names of the
persons to whom the Custodian shall deliver the Securities in each Account and
to whom the Cash in such Account shall be paid, the Custodian, at its election,
may deliver such Securities and pay such Cash to a bank or trust company doing
business in the State of New York to be held and disposed of pursuant to the
provisions of this Agreement, or may continue to hold such Securities and Cash
until a written notice as aforesaid is delivered to the Custodian, provided that
the Custodian's obligations shall be limited to safekeeping.

(b) TERMINATION AS TO ONE OR MORE PORTFOLIOS. This Agreement
may be terminated by the Customer or the Custodian as to one or more Portfolios
(but less than all of the Portfolios) by delivery of an amended Exhibit A
deleting such Portfolios, in which case termination as to such deleted
Portfolios shall take effect ninety (90) days after the date of such delivery,
or such earlier time as mutually agreed. The execution and delivery of an
amended Exhibit A which deletes one or more Portfolios shall constitute a
termination of this Agreement only with respect to such deleted Portfolio(s),
shall be governed by the preceding provisions of Section 20 as to the
identification of a successor custodian and the delivery of Cash and Securities
of the Portfolio(s) so deleted to such successor custodian, and shall not affect
the obligations of the Custodian and the Customer hereunder with respect to the
other Portfolios set forth in Exhibit A, as amended from time to time.

21. NOTICES. Except as otherwise provided in this Agreement,
all requests, demands or other communications between the parties or notices in
connection herewith (a) shall be in writing, hand delivered or sent by telex,
telegram, cable, facsimile or other means of electronic communication agreed
upon by the parties hereto addressed, if to the Customer, to:

<PAGE>

Allmerica Investment Trust
440 Lincoln Street
Worcester, Massachussetts 01653
Attn:
Phone:
Fax:

if to the Custodian, to:

Bankers Trust Company
16 Wall Street, 4th Floor
New York, NY 10005
Attn: Frank Fasette
Phone: (212) 618-2646
Fax: (212) 618-3052

or in either case to such other address as shall have been furnished to
the receiving party pursuant to the provisions hereof and (b) shall be deemed
effective when received, or, in the case of a telex, when sent to the proper
number and acknowledged by a proper answerback.

22. SEVERAL OBLIGATIONS OF THE PORTFOLIOS. With respect to any
obligations of the Customer on behalf of each Portfolio and each of its related
Accounts arising out of this Agreement, the Custodian shall look for payment or
satisfaction of any obligation solely to the assets and property of the
Portfolio and such Accounts to which such obligation relates as though the
Customer had separately contracted with the Custodian by separate written
instrument with respect to each Portfolio and its related Accounts.

23. SECURITY FOR PAYMENT. To secure payment of all obligations
due hereunder, the Customer hereby grants to Custodian a continuing security
interest in and right of setoff against each Account and all Property held
therein from time to time in the full amount of such obligations; PROVIDED THAT,
if there is more than one Account and the obligations secured pursuant to this
Section can be allocated to a specific Account or the Portfolio related to such
Account, such security interest and right of setoff will be limited to Property
held for that Account only and its related Portfolio. Should the Customer fail
to pay promptly any amounts owed hereunder, Custodian shall be entitled to use
available Cash in the Account or applicable Account, as the case may be, and to
dispose of Securities in the Account or such applicable Account as is necessary.
In any such case and without limiting the foregoing, Custodian shall be entitled
to take such other action(s) or exercise such other options, powers and rights
as Custodian now or hereafter has as a secured creditor under the New York
Uniform Commercial Code or any other applicable law.

24. REPRESENTATIONS AND WARRANTIES.

(a) The Customer hereby represents and warrants to the Custodian that:

(i) the employment of the Custodian and the allocation of fees, expenses
and other charges to any Account as herein provided, is not prohibited by law or
any governing documents or contracts to which the Customer is subject;

<PAGE>

(ii) the terms of this Agreement do not violate any obligation by which
the Customer is bound, whether arising by contract, operation of law or
otherwise;

(iii) this Agreement has been duly authorized by appropriate action and
when executed and delivered will be binding upon the Customer and each Portfolio
in accordance with its terms; and

(iv) the Customer will deliver to the Custodian such evidence of such
authorization as the Custodian may reasonably require, whether by way of a
certified resolution or otherwise.

(b) The Custodian hereby represents and warrants to the Customer that:

(i) the terms of this Agreement do not violate any obligation by which
the Custodian is bound, whether arising by contract, operation of law or
otherwise;

(ii) this Agreement has been duly authorized by appropriate action and
when executed and delivered will be binding upon the Custodian in accordance
with its terms;

(iii) the Custodian will deliver to the Customer such evidence of such
authorization as the Customer may reasonably require, whether by way of a
certified resolution or otherwise; and

(iv) Custodian is qualified as a custodian under Section 26(a) of the
1940 Act and warrants that it will remain so qualified or upon ceasing to be so
qualified shall promptly notify the Customer in writing.

25. GOVERNING LAW AND SUCCESSORS AND ASSIGNS. This Agreement
shall be governed by the law of the State of New York and shall not be
assignable by either party, but shall bind the successors in interest of the
Customer and the Custodian.

26. PUBLICITY. Customer shall furnish to Custodian at its
office referred to in Section 21 above, prior to any distribution thereof,
copies of any material prepared for distribution to any persons who are not
parties hereto that refer in any way to the Custodian. Customer shall not
distribute or permit the distribution of such materials if Custodian reasonably
objects in writing within ten (10) business days of receipt thereof (or such
other time as may be mutually agreed) after receipt thereof. The provisions of
this Section shall survive the termination of this Agreement.

27. REPRESENTATIVE CAPACITY AND BINDING OBLIGATION. A copy of
the Agreement and Declaration of trust of the Customer is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this Agreement is not executed on behalf of the Trustees of the
Customer as individuals, and the obligations of this Agreement are not binding
upon any of the Trustees, officers or shareholders of the Customer individually
but are binding only upon the assets and property of the Portfolios.

The Custodian agrees that no shareholder, trustee or officer of the Customer
may be held personally liable or responsible for any obligations of the Customer
arising out of this Agreement.

28. SUBMISSION TO JURISDICTION. Any suit, action or proceeding
arising out of this Agreement may be instituted in any State or Federal court
sitting in the City of New York, State of New York, United States of America,
and the Customer irrevocably submits to the non-exclusive jurisdiction of any
such court in any such suit, action or proceeding and waives, to the fullest
extent

<PAGE>

permitted by law, any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding brought in such a court and any
claim that such suit, action or proceeding was brought in an inconvenient forum.

29. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original. This Agreement
shall become effective when one or more counterparts have been signed and
delivered by each of the parties hereto.

30. CONFIDENTIALITY. The parties hereto agree that each shall
treat confidentially the terms and conditions of this Agreement and all
information provided by each party to the other regarding its business and
operations. All confidential information provided by a party hereto shall be
used by any other party hereto solely for the purpose of rendering services
pursuant to this Agreement and, except as may be required in carrying out this
Agreement, shall not be disclosed to any third party without the prior consent
of such providing party. The foregoing shall not be applicable to any
information that is publicly available when provided or thereafter becomes
publicly available other than through a breach of this Agreement, or that is
required or requested to be disclosed by any bank or other regulatory examiner
of the Custodian, Customer, or any Subcustodian, any auditor of the parties
hereto, by judicial or administrative process or otherwise by applicable law or
regulation.

31. SEVERABILITY. If any provision of this Agreement is
determined to be invalid or unenforceable, such determination shall not affect
the validity or enforceability of any other provision of this Agreement.

32. HEADINGS. The headings of the paragraphs hereof are
included for convenience of reference only and do not form a part of this
Agreement.

ALLMERICA INVESTMENT TRUST

By: /s/ Richard M. Reilly
Name: Richard M. Reilly
Title:
-----------------------

BANKERS TRUST COMPANY

By: /s/ Joseph W. Sarbinowski
Name: Joseph W. Sarbinowski
Title: Vice President
-----------------------

<PAGE>

EXHIBIT A

To Custodian Agreement dated as of October 25, 1995 between Bankers Trust
Company and Allmerica Investment Trust.

LIST OF PORTFOLIOS

The following is a list of Portfolios referred to in the first WHEREAS clause of
the above-referred to Custodian Agreement. Terms used herein as defined terms
unless otherwise defined shall have the meanings ascribed to them in the above-
referred to Custodian Agreement.

Money Market Fund
Investment Grade Income Fund
Government Bond Fund
Growth Fund
Equity Index Fund
Small Cap Value Fund
Select Income Fund
Select International Equity Fund
Select Aggressive Growth Fund
Select Capital Appreciation Fund
Select Growth Fund
Select Growth & Income Fund

Dated as of: October 25, 1995 ALLMERICA INVESTMENT TRUST

By: /s/ Richard M. Reilly
Name: Richard M. Reilly
Title:
-----------------------

BANKERS TRUST COMPANY

By: /s/ Joseph W. Sarbinowski
Name: Joseph W. Sarbinowski
Title: Vice President
-----------------------

<PAGE>

EXHIBIT B

To Custodian Agreement dated as of October 25, 1995 between
Bankers Trust Company and Allmerica Investment Trust.

PROXY SERVICE

The following is a description of the Proxy Service referred to in
Section 10 of the above referred to Custodian Agreement. Terms used herein as
defined terms shall have the meanings ascribed to them therein unless otherwise
defined below.

The Custodian provides a service, described below, for the
transmission of corporate communications in connection with shareholder meetings
relating to Securities held in Argentina, Australia, Austria, Canada, Denmark,
Finland, France, Germany, Greece, Hong Kong, Indonesia, Ireland, Italy, Japan,
Korea, Malaysia, Mexico, Netherlands, New Zealand, Pakistan, Poland, Singapore,
South Africa, Spain, Sri Lanka, Sweden, United Kingdom, United States, and
Venezuela. For the United States and Canada, the term "corporate
communications" means the proxy statements or meeting agenda, proxy cards,
annual reports and any other meeting materials received by the Custodian. For
countries other than the United States and Canada, the term "corporate
communications" means the meeting agenda only and does not include any meeting
circulars, proxy statements or any other corporate communications furnished by
the issuer in connection with such meeting. Non-meeting related corporate
communications are not included in the transmission service to be provided by
the Custodian except upon request as provided below.

The Custodian's process for transmitting and translating meeting
agendas will be as follows:

1) If the meeting agenda is not provided by the issuer in the
English language, and if the language of such agenda is in the official language
of the country in which the related security is held, the Custodian will as soon
as practicable after receipt of the original meeting agenda by a Subcustodian
provide an English translation prepared by that Subcustodian.

2) If an English translation of the meeting agenda is
furnished, the local language agenda will not be furnished unless requested.

Translations will be free translations and neither the Custodian
nor any Subcustodian will be liable or held responsible for the accuracy thereof
or any direct or indirect consequences arising therefrom, including without
limitation arising out of any action taken or omitted to be taken based thereon.

If requested, the Custodian will, on a reasonable efforts basis,
endeavor to obtain any additional corporate communication such as annual or
interim reports, proxy statements, meeting circulars, or local language agendas,
and provide them in the form obtained.

Timing in the voting process is important and, in that regard,
upon receipt by the Custodian of notice from a Subcustodian, the Custodian will
provide a notice to the Customer

<PAGE>

indicating the deadline for receipt of its instructions to enable the voting
process to take place effectively and efficiently. As voting procedures will
vary from market to market, attention to any required procedures will be very
important. Upon timely receipt of voting instructions, the Custodian will
promptly forward such instructions to the applicable Subcustodian. If voting
instructions are not timely received, the Custodian shall have no liability or
obligation to take any action.

For Securities held in markets other than those set forth in the
first paragraph, the Custodian will not furnish the material described above or
seek voting instructions. However, if requested to exercise voting rights at a
specific meeting, the Custodian will endeavor to do so on a reasonable efforts
basis without any assurance that such rights will be so exercised at such
meeting.

If the Custodian or any Subcustodian incurs extraordinary expenses
in exercising voting rights related to any Securities pursuant to appropriate
instructions or direction (e.g., by way of illustration only and not by way of
limitation, physical presence is required at a meeting and/or travel expenses
are incurred), such expenses will be reimbursed out of the Account containing
such Securities unless other arrangements have been made for such reimbursement.

It is the intent of the Custodian to expand the Proxy Service to
include jurisdictions which are not currently included as set forth in the
second paragraph hereof. The Custodian will notify the Customer as to the
inclusion of additional countries or deletion of existing countries after their
inclusion or deletion and this Exhibit B will be deemed to be automatically
amended to include or delete such countries as the case may be.

Dated as of: October 25, 1995 ALLMERICA INVESTMENT TRUST

By: /s/ Richard M. Reilly
Name:
------------------------
Title:
-----------------------

BANKERS TRUST COMPANY

By: /s/ Joseph W. Sarbinowski
Name: Joseph W. Sarbinowski
Title: Vice President

<PAGE>

EXHIBIT C

DOMESTIC CUSTODY FEE SCHEDULE

To custodian agreement dated as of October 25, 1995 between Bankers Trust
Company and Allmerica Investment Trust.

ACTIVITY MONTHLY HOLDING CHARGE PER ISSUE
- -------- --------------------------------

DTC $1.00

FBE $1.00

PTC $1.00

Physical $2.40

*Eurobonds Market Value 2.0 Basis Points

Blue Sheet $2.40

Private Placements $2.40

ACTIVITY PER TRANSACTION
- -------- ---------------

Reorg $4.50

DTC $4.50

FBE $6.00

PTC $6.00

Physical $15.00

Euroclear/Cedel $30.00

Wires (MBS P&I, Privates, etc.) $6.50

ACTIVITY MISCELLANEOUS
- -------- -------------

Fed Wire In $3.00

Fed Wire Out $3.00

*2.0 basis points reflects an annualized charge.

This Exhibit C shall be amended upon delivery by the Custodian of a new Exhibit
C to the Customer and acceptance thereof by the Customer and shall be effective
as of the date of acceptance by the Customer or a date agreed upon between the
Custodian and the Customer.

<PAGE>

EXHIBIT C

To custodian agreement dated as of October 25, 1995 between Bankers Trust
Company and Allmerica Investment Trust.

Global Custody Fee Schedule

1. Annual Asset Fee (based on mkt value per annum)

TIER 1 2 BASIS POINTS

Cedel (Eurobonds)
Euroclear (Eurobonds)

TIER II 6 BASIS POINTS

Canada
Germany
Italy ($50 transaction fee)
Japan
United Kingdom

Tier III 7 Basis Points
Australia Netherlands
Austria ($50 per New Zealand ($50 per
transaction) transaction)
Belgium Norway ($50 per
transaction)
Denmark ($50 per Switzerland
transaction)
France Sweden
Ireland

Tier IV 10 Basis Points

Hong Kong - ($60 per transaction)
Indonesia
Luxembourg
Malaysia
Mexico
Philippines
Singapore
South Africa
Spain
Thailand

<PAGE>

FEE SCHEDULE

TIER V
COUNTRY ANNUAL RECEIVE AND DELIVER
ASSET FEE TRANSACTIONS

Argentina 35 Basis Points $150
Brazil 40 Basis Points $100
Chile 30 Basis Points $100
Columbia 30 Basis Points $100
Finland 10 Basis Points $75
Greece 33 Basis Points $120
Israel 25 Basis Points $50
Pakistan 30 Basis Points $150
Peru 50 Basis Points $100
Portugal 10 Basis Points $75
Shenzen/Shanghai 30 Basis Points $100
South Korea 15 Basis Points $75
Sri Lanka 12 Basis Points $60
Taiwan 15 Basis Points $100
Turkey 15 Basis Points $75
Venezuela 30 Basis Points $100

2. Account Charge - $0 Per Account (Per Month)

3. Trades - Receive and Deliver Transactions $30
For Tier I, II, III (unless noted)

Tier IV (unless noted) $75

4. Front End System Free of Charge

NOTES
1. Fees are billed monthly
2. Fees for the receipt of positions relating to the initial asset transition
will be waived with the exception of the United Kingdom, Spain and
Indonesia where re-registration fees will be assessed.
3. Cash movements will be assessed at $3 per U.S. wire movement and $50 per non
U.S. wire movement. For FX trades concluded with BTCo., this charge will
be waived.

4. Fees for investment in countries not listed will be negotiated separately.

This Exhibit C shall be amended upon delivery by the Custodian of a new Exhibit
C to the Customer and acceptance thereof by the Customer and shall be
effective as of the date of acceptance by the Customer or a date agreed
upon between the Custodian and the Customer.

<PAGE>

EXHIBIT D

To Custodian Agreement dated as of October 25, 1995 between
Bankers Trust Company and Allmerica Investment Trust.

TAX RECLAIMS

Pursuant to Section 18 of the above referred to Custodian
Agreement, the Custodian shall perform the following services with respect to
withholding taxes imposed or which may be imposed on income from Property in any
Account. Terms used herein as defined terms shall unless otherwise defined have
the meanings ascribed to them in the above referred to Custodian Agreement.

When withholding tax has been deducted with respect to income from
any Property in an Account, the Custodian will actively pursue on a reasonable
efforts basis the reclaim process, PROVIDED THAT the Custodian shall not be
required to institute any legal or administrative proceeding against any
Subcustodian or other person. The Custodian will provide fully detailed
advices/vouchers to support reclaims submitted to the local authorities by the
Custodian or its designee. In all cases of withholding, the Custodian will
provide full details to the Customer. If exemption from withholding at the
source can be obtained in the future, the Custodian will notify the Customer and
advise what documentation, if any, is required to obtain the exemption. Upon
receipt of such documentation from the Customer, the Custodian will file for
exemption on the Customer's behalf and notify the Customer when it has been
obtained.

In connection with providing the foregoing service, the Custodian
shall be entitled to apply categorical treatment of the Customer according to
the Customer's nationality, the particulars of its organization and other
relevant details that shall be supplied by the Customer. It shall be the duty
of the Customer to inform the Custodian of any change in the organization,
domicile or other relevant fact concerning tax treatment of the Customer and
further to inform the Custodian if the Customer is or becomes the beneficiary of
any special ruling or treatment not applicable to the general nationality and
category or entity of which the Customer is a part under general laws and treaty
provisions. The Custodian may rely on any such information provided by the
Customer.

<PAGE>

In connection with providing the foregoing service, the Custodian
may also rely on professional tax services published by a major international
accounting firm and/or advice received from a Subcustodian in the jurisdictions
in question. In addition, the Custodian may seek the advice of counsel or other
professional tax advisers in such jurisdictions. The Custodian is entitled to
rely, and may act, on information set forth in such services and on advice
received from a Subcustodian, counsel or other professional tax advisers and
shall be without liability to the Customer for any action reasonably taken or
omitted pursuant to information contained in such services or such advice.

Dated as of: October 25, 1995 ALLMERICA INVESTMENT TRUST

By: /s/ Richard M. Reilly
Name: Richard M. Reilly
Title:
-----------------------

BANKERS TRUST COMPANY

By: /s/ Joseph W. Sarbinowski
Name: Joseph W. Sarbinowski
Title: Vice President

<PAGE>

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this 31st day of March, 1995, by and between
ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC., a Massachusetts corporation (the
"Company"), and The Shareholder Services Group, Inc., a Massachusetts
corporation, having its principal place of business at 53 State Street, Boston,
Massachusetts (the "Administrator").
WHEREAS, the Company is an Investment Advisor resistered under the
Investment Adviser's Act of 1940, as amended, and is currently a party to
certain Investment Advisory Agreements with Allmerica Investment Trust and
Allmerica Funds (collectively, the "Trusts" and individually, a "Trust")
pursuant to which agreements the has agreed to provide, among other things,
administration services to the Trust; and
WHEREAS, the Company is authorized to enter into this Agreement pursuant to
its Investment Advisory Agreement with the Trusts; and
WHEREAS, the Trusts are registered as investment companies under the
Investment Company Act of 1940, as amended, (the "1940 Act") and currently
continue to offer units of beneficial interest (such units, of all series and
classes, are hereinafter called the "Shares"), representing interests in
investment portfolios of the Trusts (individually, a "Fund" and collectively,
the "Funds"), which are registered with the Securities and Exchange Commission
("SEC"), pursuant to the Trusts' Registration Statements on Form N-1A (each, a
"Registration Statement"); and
WHEREAS, the Company desires that the Administrator perform certain
administrative and supervisory services as to the operations of each investment
Fund of the Trusts (identified on SCHEDULE A hereto), and additional Funds that
may be added by the Trusts from time to time, on behalf of the Company; and
WHEREAS, the Administrator is prepared to perform such services, commencing
on the date hereof on the terms and conditions set forth in this Agreement,
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein set forth, and intending to be legally bound hereby the parties agree as
follows:
1. SERVICES AS ADMINISTRATOR
Subject to the direction and control of the Company (which, in turn, is
subject to the direction and control of the Boards of Trustees of the respective
Trusts), the Administrator will assist in supervising all aspects of the
operations of the Funds except those performed by the fund manager and
sub-advisors under the Management Agreement and Sub-Advisor Agreements,
respectively, the Fund accounting agent under its Fund Accounting Services
Agreement, the custodian for the Trusts under its Custodian Agreement, the
transfer agent for the Trusts under its Transfer Agency Agreement, and the
distributor for the Trusts under its Distribution Agreement.

<PAGE>

The Administrator will maintain office facilities (in such location as the
Administrator shall reasonably determine); furnish statistical and research
data, clerical services and office supplies, prepare the periodic reports to the
SEC on Form N-SAR or any replacement forms therefor, compile data for, prepare
for execution by the Trusts and file all of the Trusts' federal and state tax
returns and required tax filings other than those required to be made by the
Trusts' custodian and transfer agent; prepare compliance filings pursuant to
state securities laws with the advice of the Company's and Trusts' counsel;
assist to the extent requested by the Company on behalf of the Trusts with the
Trusts' preparation of Annual, Semi-Annual and Quarterly Reports to
Shareholders; prepare and file timely Notices to the SEC required pursuant to
Rule 24f-2 under the 1940 Act; prepare and file with the SEC, annual financial
updates to the Trusts' Registration Statements on Form N-1A with the advice of
the Company and the Trusts' counsel; prepare and file with the SEC prospectus
supplements, as needed; prepare and report to the Company, daily if requested by
the Company, the compliance of the Trusts with the SEC diversification and IRS
tax qualifications requirements; prepare, as needed, the required calculation of
distribution of income and capital gains to the shareholders and its makeup
including any government exclusions or pass throughs; prepare and report to the
Company the monthly performance calculations of the Trusts; compile data and
produce a monthly analysis of the operating expenses of the Trusts for the
Company to be reviewed by the Company and the Administrator for the purpose of
expense accruals related to the Trusts; and generally to assist in all aspects
of the operations of the Trusts.
In compliance with the requirements of Rule 31a-3 under the 1940 Act, the
Administrator hereby agrees that all records which it maintains for the Trusts
are the property of the Company and/or the Trusts and further agrees to
surrender promptly to the Trusts any of such records upon the Company's and/or
the Trust's request. However, the Administrator has the right to make copies of
such records, in its discretion. The Administrator further agrees to preserve
for the periods prescribed by Rule 31a-2 under the 1940 Act the records required
to be maintained by Rule 31a-1 under the 1940 Act. The Administrator may
delegate some or all of its responsibilities under this Agreement with the
consent of the Company and/or the Trusts, which will not be unreasonably
withheld.
2. COMPENSATION.
The Administrator will provide the legal and regulatory compliance and
Board of Trustees support services described on EXHIBIT 2A attached hereto for
an annual fee in the amount of $55,700 per year plus reasonable out-of-pocket
expenses incurred by the Administrator for the items described on Exhibit 2A.
In addition, the Administraor will provide the special project services
described on EXHIBIT 2A for an additional hourly fee not to exceed $125 per hour
to be agreed upon between the Company and Administrator from time to time as
such special project services are requested.
In addition, the Administrator will provide the compliance, tax and fund
reporting services described

<PAGE>

in section 1 hereof for an annual fee equal to $17,300 per Fund, which fee
shall be payable in monthly installments on the first business day of each
month, or at such time(s) as the Administrator shall request and the parties
hereto shall agree, plus reasonable out of-pocket expenses incurred by the
Administrator for the items described on Exhibit 2A. Upon any termination of
this Agreement before the end of any month, the fee for such part of a month
shall be prorated according to the proportion which such period bears to the
full monthly period and shall be payable upon the date of termination of this
Agreement.
The Administrator will from time to time employ or associate with such
person or persons as the Administrator may believe to be particularly fitted
to assist it in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both the Administrator and
the Trust. The compensation of such person or persons shall be paid by the
Administrator and no obligation may be incurred on behalf of the Company
and/or Trusts in such respect. Other expenses to be incurred in the
operation of the Funds including taxes, interest, brokerage fees and
commissions, if any, fees of Trustees who are not officers, directors,
shareholders or employees of the Administrator or the Company or distributor
for the Trusts, SEC fees and state Blue Sky qualification fees, advisory and
administration fees, custodian, sub-custodian, fund accounting, 12b-1 fees,
transfer and dividend disbursing agents' fees, certain insurance premiums,
outside auditing and legal expenses, costs of maintenance of corporate
exlstence, typesetting and printing prospectuses for regulatory purposes and
for distribution to current Shareholders of the Funds, costs of Shareholders'
reports, mailings and meetings and any extraordinary expenses will be borne
by the Trusts provided, however, that unless allowed under the regulations
under the 1940 Act, the Trusts will not bear, directly or indirectly, the
cost of any activity which is primarily intended to result in the
distribution of Shares of the Funds.
3. CONFIDENTIALITY
The Administrator agrees on behalf of itself and its employees to treat
confidentially and as the proprietary information of the Trusts, all records
and other information relative to the Company and/or the Trusts and prior,
present, or potential Shareholders, and not to use such records and
information for any purpose other than performance of their responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Company and/or the Trusts, which approval shall not be
unreasonably withheld and may not be withheld where the Administrator may be
exposed to civil or criminal contempt proceedings for failure to comply, when
requested to divulge such information by duly constituted authorities, or
when so requested by the Company and/or the Trusts.
4. INDEMNIFICATION.
The Administrator agrees to indemnify and hold the Company and its
employees, personnel, agents and representatives harmless from and against
any and all losses, damages, liabilities, claims, costs and expenses,
including reasonable attorneys' fees and expenses, resulting from any claim,
demand, action or

<PAGE>

suit related to the Administrator's performance of, or failure to perform, this
Agreement. Notwithstanding the foregoing, the Administrator shall not be liable
for any loss suffered by the Company or the Trust in connection with the
performance of the Administrator's obligations and duties under this Agreement,
except a loss resulting from the Administrator's willful misfeasance, bad faith
or gross negligence in the performance of such obligations and duties.
The Company will indemnify and hold the Administrator and its employees,
personnel, agents and representatives harmless from and against any and all
losses, claims, damages, liabilities or expenses (including reasonable
attorneys' fees and expenses) resulting from any claim, demand, action or suit
related to the Company's performance of, or failure to perform, its obligations
under this Agreement and not resulting from the willful misfeasance, bad faith
or gross negligence of the Administrator.
5. TERM; TERMINATION
This Agreement shall become effective on the date hereof and, unless sooner
terminated as provided herein, shall continue for an initial four (4) year term
and thereafter will renew automatically for additional one (1) year terms unless
notice is given 90 days prior to expiration of any such extended term. In
addition to, and notwithstanding the forgoing, this Agreement is terminable as
to any of the Trusts by the Company upon the happening of any of the following
events: (i) the Company's Investment Advisory Agreements with any of the Trusts
is terminated for any reason; (ii) the Company decides to "internalize" the
administration services provided by the Administrator hereunder provided that
the Company provides the Administrator with 180 days' prior notice thereof;
(iii) at any time during the term of this Agreement the employees of the
Administrator who are primarily responsible for providing the services to the
Company are not reasonably satisfactory to the Company and the Administrator
does not replace any such employee(s) within 45 days from receipt of Notice from
the Company requesting replacement; or (iv) failure of the Administrator to
perform its obligations hereunder which failure (a) has a material adverse
effect on the Company and/or the Trusts and (b) is not cured (such cure shall
include the payment of losses and expenses, if any, incurred by the Company) by
the Administrator within thirty (30) days following its receipt of Notice
thereof from the Company.
In the event of any termination of this Agreement other than following a
breach of this Agreement by the Administrator, the Company shall reimburse the
Administrator for its reasonable costs and expenses relative to the movement of
files and conversion of records to the Company or any agent designated thereby.
Notwithstanding the foregoing, if this Agreement is terminated by the Company
due to the Administrator's failure to perform its obligations hereunder, the
Administrator shall pay and be responsible for all costs of converting records
and files to the Company or any agent designated thereby.
7. NOTICES
All notices and other communications (collectively referred to as a
"Notice" or "Notices" in this

<PAGE>

paragraph) hereunder shall be in writing or by telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if to the
Administrator, at their address, 53 State Street, Boston, Massachusetts; (b) if
to the Company, at its principal place of business or (c) if to neither of the
foregoing, at such other address as to which the sender shall have been notified
by any such Notice or other communication. The Notice may be sent by
first-class mail, in which case it shall be deemed to have been given three days
after it is sent, or if sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately.
8. FURTHER ACTIONS
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
9. ASSIGNMENT
This Agreement and the rights and duties hereunder shall not be assignable
by either of the parties hereto except by the specific written consent of the
other party which, in the case of assignment to an affiliate, shall not be
unreasonably denied.
10. AMENDMENTS
This Agreement or any part hereof may be changed or waived only by an
instrument in writing signed by the party against which enforcement of such
change or waiver is sought.
11. GOVERNING STATE LAW
This Agreement shall be governed by and its provisions shall be construed
in accordance with the laws of the Commonwealth of Massachusetts.
12. MISCELLANEOUS
This Agreement embodies the entire agreement and understanding between the
parties hereto, and supersedes all prior agreements and understandings relating
to the subject matter hereof. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.

ALLMERICA INVESTMENT MANAGEMENT
COMPANY, INC.

By: illegible signature
Title: Assistant Treasurer

THE SHAREHOLDER SERVICES GROUP, INC.

By: illegible signature
Title: Executive Vice President, Chief
Financial Officer

Acknowledged:

ALLMERICA INVESTMENT TRUST ALLMERICA FUNDS

By: /s/ John P. Kavanaugh By: /s/ John P. Kavanaugh

Title: Vice President Title: Vice President

<PAGE>

SCHEDULE A

to the Administration
between Allmerica Investment Management Company, Inc.
and The Shareholders Services Group, Inc.

NAME OF TRUST/FUND(S)

1. Allmerica Investment Trust (1)

2. Allmerica Funds - Investment Grade Income Fund

ALLMERICA INVESTMFNT THE SHAREHOLDER SERVICES
MANAGEMENT COMPANY, INC. GROUP, INC.

By: illegible signature By: illegible signature

Title: Assistant Treasurer Title: Executive Chief Financial Officer

(1) Select International Equity Fund
Select Aggressive Growth Fund
Select Capita1 Appreciation Fund
Select Growth Fund
Growth Fund
Small Cap Value Fund
Select Growth & Income Fund
Equity Index Fund
Select Income Fund
Investment Grade Income Fund
Government Bond Fund
Money Market Fund

ALLMERICA INVESTMENT TRUST ALLMERICA FUNDS

By: /s/ John P. Kavanaugh By: /s/ John P. Kavanaugh

Title: Vice President Title: Vice President

<PAGE>

EXHIBIT 2A

LEGAL AND REGULATORY COMPLIANCE AND
BOARD OF DIRECTORS SUPPORT

CORE SERVICES Support for all Quarterly Board
(included in fee) Meetings, including corporate
secretarial services
Preparation of annual update (PEA)
SEC audit support;
Filings regarding Massachusetts
business certificates;
File annual & semi-annual reports
with SEC;

Advertising review.
Consultations regarding legal issues
relative to the core services
described above as needed;

SPECIAL PROJECT Support for special board
(additional fees required) meetings and consent votes when needed;
Exemptive order application;
Proxy material preparation
N-14 preparation (merger documents);
Extraordinary nonrecurring projects.

OUT OF POCKET REIMBURSABLE EXPENSES

1. Federal Express/Express Mail/Courier Services
2. External photocopying services
3. Necessary on-line computer legal research charges

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 31 to the registration statement on Form N-1A (the
"Registration Statement") of our report dated February 8, 1996, relating
to the financial statements and financial highlights appearing in the
December 31, 1995 Policyowners' Annual Report of the Allmerica Investment
Trust, which are also incorporated by reference into the Registration
Statement. We also consent to the references to us under the heading
"Financial Highlights" in the Prospectuses and under the headings
"Independent Accountants" and "Financial Statements" in the Statement of
Additional Information.

/s/ Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
April 25, 1996

<PAGE>

EXHIBIT 16

PERFORMANCE

The Trust may advertise performance information for the Funds and may compare
performance of the Funds to other investment or relevant indices. The Funds
may also advertise "yield", "total return" and other non-standardized total
return data. For the non-money market funds, "yield" is calculated
differently than for the Money Market Fund. The Money Market Fund may
advertise "yield" or "effective yield". ALL PERFORMANCE FIGURES ARE BASED ON
HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE. The
Funds' share price, yield and total return fluctuate in response to market
conditions and other factors, and the value of Fund shares when redeemed may
be more or less than their original cost.

YIELDS AND TOTAL RETURNS QUOTED FOR THE FUNDS INCLUDE THE EFFECT OF DEDUCTING
THE FUNDS' EXPENSES, BUT MAY NOT INCLUDE CHARGES AND EXPENSES ATTRIBUTABLE TO
A PARTICULAR INSURANCE PRODUCT. SINCE SHARES OF THE FUNDS CAN BE PURCHASED
ONLY THROUGH A VARIABLE ANNUITY OR VARIABLE LIFE CONTRACT, YOU SHOULD
CAREFULLY REVIEW THE PROSPECTUS OF THE INSURANCE PRODUCT YOU HAVE CHOSEN FOR
INFORMATION ON RELEVANT CHARGES AND EXPENSES. INCLUDING THESE CHARGES IN THE
QUOTATIONS OF THE FUNDS' YIELD AND TOTAL RETURN WOULD HAVE THE EFFECT OF
DECREASING PERFORMANCE. PERFORMANCE INFORMATION FOR THE INSURANCE PRODUCT
MUST ALWAYS ACCOMPANY, AND BE REVIEWED WITH, ANY PERFORMANCE INFORMATION
QUOTED FOR THE FUNDS.

YIELD OF THE FUNDS OTHER THAN THE MONEY MARKET FUND

The 30-day (or one month) standard yield of the Funds other than the Money
Market Fund is calculated as follows:

a - b
YIELD = 2[(------- + 1)(6) - 1)]
cd

Where: a = dividends and interest earned by a Fund during the period;

b = expenses accrued for the period (net of reimbursements);

c = average daily number of shares outstanding during the
period, entitled to receive dividends; and

d = maximum offering price per share on the last day of the
period.

For the purpose of determining net investment income earned during the period
(variable "a" in the formula), dividend income on equity securities held by a
Fund is recognized by accruing

<PAGE>

1/360 of the stated dividend rate of the security each day that the security
is in the Fund. Except as noted below, interest earned on debt obligations
held by a Fund is calculated by computing the yield to maturity of each
obligation based on the market value of the obligation (including actual
accrued interest) at the close of business on the last business day of each
month, or, with respect to obligations purchased during the month, the
purchase price (plus actual accrued interest) and dividing the result by 360
and multiplying the quotient by the market value of the obligation (including
actual accrued interest) in order to determine the interest income on the
obligation for each day of the subsequent month that the obligation is held
by the Fund. For purposes of this calculation, it is assumed that each month
contains 30 days. The maturity of an obligation with a call provision is the
next call date on which the obligation reasonably may be expected to be
called or, if none, the maturity date. With respect to debt obligations
purchased at a discount or premium, the formula generally calls for
amortization of the discount or premium. The amortization schedule will be
adjusted monthly to reflect changes in the market value of such debt
obligations. Expenses accrued for the period (variable "b" in the formula)
include all recurring fees charged by a Fund to all shareholder accounts in
proportion to the length of the base period and the Fund's mean (or median)
account size. Undeclared earned income will be subtracted from the offering
price per share (variable "d" in the formula).

MONEY MARKET FUND - YIELD AND EFFECTIVE YIELD

The yield of the Money Market Fund refers to the net income generated by an
investment in the Fund over a stated seven-day period, expressed as an annual
percentage rate. Yield is computed by determining the net change (exclusive
of capital changes) in the value of a hypothetical pre-existing account
having a balance of 1 (one) share at the beginning of a seven-day calendar
period, dividing the next change in account value by the value of the account
at the beginning of the period, and multiplying the return over the seven-day
period by 365/7. Thus the income is "annualized": the amount of income
generated by the investment during the seven-day period is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
investment. For purposes of the calculation, net change in account value
reflects the value of additional shares purchased with dividends from the
original share and dividends declared on both the original share and any
additional shares, but does not reflect realized gains or losses or
unrealized appreciation or depreciation.

The effective yield is calculated similarly, but the income earned by an
investment in the Money Market Fund is assumed to be reinvested. The
"effective yield" will be slightly higher than the "yield" because of this
compounding effect.

TOTAL RETURN

The Funds may advertise total return. The total return shows what an
investment in each Fund would have earned over a specific period of time
(one, five or ten years or since commencement of operations, if less)
assuming that all distributions and dividends by the Fund were reinvested,
and less all recurring fees.

<PAGE>

Any statement of total return or other performance data on the Fund will be
accompanied by information on the Fund's average annual total return over the
most recent four calendar quarters and the period from the Fund's inception
of operations. The Fund may also advertise aggregate annual total return
information over different periods of time.

P(1 + T)(n) = ERV

Where: P = A hypothetical initial purchase of $1,000

T = average annual total return

n = number of years

ERV = Ending Redeemable Value of the hypothetical purchase
at the end of the period

Total return quoted in advertising reflects all aspects of the Fund's return,
including the effect of reinvesting dividends and capital gains
distributions, and any change in the Fund's net asset value per share over
the period.

AVERAGE ANNUAL RETURNS are calculated by determining the change in value of a
hypothetical investment in the Fund over a stated period, and calculating
the annually compounded percentage rate that would have produced the same
result if the rate of growth or decline in value has been constant over the
period. Average annual returns covering periods of less than one year are
calculated by determining the Fund's total return for the period,
extrapolating that return for a full year, and stating the result as an
annual return. Because this method assumes that performance will remain
constant for the entire year, when in fact it is unlikely that performance
will remain constant, average annual returns for a partial year must be
viewed as strictly theoretical information.

INVESTORS SHOULD ALSO BE AWARE THAT A FUND'S PERFORMANCE IS NOT CONSTANT OVER
TIME, BUT VARIES FROM YEAR TO YEAR. AVERAGE ANNUAL RETURN REPRESENT AVERAGED
FIGURES AS OPPOSED TO THE ACTUAL PERFORMANCE OF THE FUND.

A Fund may also quote cumulative total returns which reflect the simple
change in value of an investment over a stated period. Average annual total
returns and cumulative total returns may be quoted as a percentage or as a
dollar amount. They may be calculated for a single investment, for a series
of investments, or for a series of redemptions over any time period. Total
returns may be broken down into their components of income and capital in
order to show their respective contributions to total return. Performance
information may be quoted numerically or in a table, graph or similar
illustration.

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> AIT GROWTH FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 364506696
<INVESTMENTS-AT-VALUE> 445931661
<RECEIVABLES> 3736170
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 449667831
<PAYABLE-FOR-SECURITIES> 2525195
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2271683
<TOTAL-LIABILITIES> 4796878
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 357590837
<SHARES-COMMON-STOCK> 204423860
<SHARES-COMMON-PRIOR> 185099401
<ACCUMULATED-NII-CURRENT> 45614
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 5809537
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 81424965
<NET-ASSETS> 444870953
<DIVIDEND-INCOME> 9719958
<INTEREST-INCOME> 1486503
<OTHER-INCOME> 85334
<EXPENSES-NET> 2120716
<NET-INVESTMENT-INCOME> 9171079
<REALIZED-GAINS-CURRENT> 34330359
<APPREC-INCREASE-CURRENT> 66369242
<NET-CHANGE-FROM-OPS> 109870680
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 9094592
<DISTRIBUTIONS-OF-GAINS> 33688107
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 37306107
<NUMBER-OF-SHARES-REDEEMED> 38019427
<SHARES-REINVESTED> 42782699
<NET-CHANGE-IN-ASSETS> 109157360
<ACCUMULATED-NII-PRIOR> 568
<ACCUMULATED-GAINS-PRIOR> 5162042
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1796677
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2120716
<AVERAGE-NET-ASSETS> 391907619
<PER-SHARE-NAV-BEGIN> 1.814
<PER-SHARE-NII> 0.049
<PER-SHARE-GAIN-APPREC> 0.539
<PER-SHARE-DIVIDEND> 0.049
<PER-SHARE-DISTRIBUTIONS> 0.177
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.176
<EXPENSE-RATIO> 0.54
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> AIT INVESTMENT GRADE INCOME FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 134504893
<INVESTMENTS-AT-VALUE> 139778805
<RECEIVABLES> 1910418
<ASSETS-OTHER> 76688
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 141765911
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 140531
<TOTAL-LIABILITIES> 140531
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 138299700
<SHARES-COMMON-STOCK> 126821989
<SHARES-COMMON-PRIOR> 108641545
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 1948232
<ACCUM-APPREC-OR-DEPREC> 5273912
<NET-ASSETS> 141625380
<DIVIDEND-INCOME> 207636
<INTEREST-INCOME> 8771898
<OTHER-INCOME> 0
<EXPENSES-NET> 664871
<NET-INVESTMENT-INCOME> 8314663
<REALIZED-GAINS-CURRENT> 1260297
<APPREC-INCREASE-CURRENT> 10604245
<NET-CHANGE-FROM-OPS> 20179205
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 8314663
<DISTRIBUTIONS-OF-GAINS> 60477
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 22835470
<NUMBER-OF-SHARES-REDEEMED> 11361209
<SHARES-REINVESTED> 8375140
<NET-CHANGE-IN-ASSETS> 31653466
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 3165069
<GROSS-ADVISORY-FEES> 511997
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 664871
<AVERAGE-NET-ASSETS> 124856402
<PER-SHARE-NAV-BEGIN> 1.012
<PER-SHARE-NII> 0.071
<PER-SHARE-GAIN-APPREC> 0.106
<PER-SHARE-DIVIDEND> 0.072
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.117
<EXPENSE-RATIO> 0.53
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> MONEY MARKET FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 155156216
<INVESTMENTS-AT-VALUE> 155156216
<RECEIVABLES> 1445933
<ASSETS-OTHER> 34520
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 156636669
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1425495
<TOTAL-LIABILITIES> 1425495
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 155211911
<SHARES-COMMON-STOCK> 155211911
<SHARES-COMMON-PRIOR> 95991679
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 737
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 155211174
<DIVIDEND-INCOME> 242614
<INTEREST-INCOME> 7964553
<OTHER-INCOME> 0
<EXPENSES-NET> 491767
<NET-INVESTMENT-INCOME> 7715400
<REALIZED-GAINS-CURRENT> (390)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 7715010
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 7715400
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 178261897
<NUMBER-OF-SHARES-REDEEMED> 126757065
<SHARES-REINVESTED> 7715400
<NET-CHANGE-IN-ASSETS> 59219842
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 347
<GROSS-ADVISORY-FEES> 389542
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 491767
<AVERAGE-NET-ASSETS> 135816706
<PER-SHARE-NAV-BEGIN> 1.000
<PER-SHARE-NII> 0.057
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0.057
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.000
<EXPENSE-RATIO> 0.36
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> AIT EQUITY INDEX FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 69429400
<INVESTMENTS-AT-VALUE> 90756291
<RECEIVABLES> 214061
<ASSETS-OTHER> 9888
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 90980240
<PAYABLE-FOR-SECURITIES> 19016
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 72508
<TOTAL-LIABILITIES> 91524
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 69631030
<SHARES-COMMON-STOCK> 49740620
<SHARES-COMMON-PRIOR> 35594332
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 69205
<ACCUM-APPREC-OR-DEPREC> 21326891
<NET-ASSETS> 90888716
<DIVIDEND-INCOME> 1753528
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 384201
<NET-INVESTMENT-INCOME> 1369327
<REALIZED-GAINS-CURRENT> 1875586
<APPREC-INCREASE-CURRENT> 17718754
<NET-CHANGE-FROM-OPS> 20963667
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1369327
<DISTRIBUTIONS-OF-GAINS> 1918187
<DISTRIBUTIONS-OTHER> 2614356
<NUMBER-OF-SHARES-SOLD> 19845741
<NUMBER-OF-SHARES-REDEEMED> 2166361
<SHARES-REINVESTED> 5901870
<NET-CHANGE-IN-ASSETS> 38643047
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 26604
<GROSS-ADVISORY-FEES> 234207
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 384201
<AVERAGE-NET-ASSETS> 69735813
<PER-SHARE-NAV-BEGIN> 1.468
<PER-SHARE-NII> 0.035
<PER-SHARE-GAIN-APPREC> 0.474
<PER-SHARE-DIVIDEND> 0.035
<PER-SHARE-DISTRIBUTIONS> 0.049
<RETURNS-OF-CAPITAL> 0.066
<PER-SHARE-NAV-END> 1.827
<EXPENSE-RATIO> 0.55
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> AIT GOVERNMENT BOND FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 43609257
<INVESTMENTS-AT-VALUE> 44449454
<RECEIVABLES> 1394171
<ASSETS-OTHER> 689
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 45844314
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 66190
<TOTAL-LIABILITIES> 66190
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 47003138
<SHARES-COMMON-STOCK> 43121579
<SHARES-COMMON-PRIOR> 42222443
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 2065211
<ACCUM-APPREC-OR-DEPREC> 840197
<NET-ASSETS> 45778124
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2722441
<OTHER-INCOME> 0
<EXPENSES-NET> 286210
<NET-INVESTMENT-INCOME> 2436231
<REALIZED-GAINS-CURRENT> (120017)
<APPREC-INCREASE-CURRENT> 2762902
<NET-CHANGE-FROM-OPS> 5079116
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2436231
<DISTRIBUTIONS-OF-GAINS> 30980
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10666760
<NUMBER-OF-SHARES-REDEEMED> 12046031
<SHARES-REINVESTED> 2467211
<NET-CHANGE-IN-ASSETS> 3699845
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 1919066
<GROSS-ADVISORY-FEES> 206197
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 286210
<AVERAGE-NET-ASSETS> 41239495
<PER-SHARE-NAV-BEGIN> 0.997
<PER-SHARE-NII> 0.062
<PER-SHARE-GAIN-APPREC> 0.066
<PER-SHARE-DIVIDEND> 0.063
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.062
<EXPENSE-RATIO> 0.69
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 6
<NAME> ALLMERICA SELECT GROWTH AND INCOME FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 168767406
<INVESTMENTS-AT-VALUE> 192869652
<RECEIVABLES> 3405012
<ASSETS-OTHER> 3609622
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 199884286
<PAYABLE-FOR-SECURITIES> 8043243
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 231043
<TOTAL-LIABILITIES> 8274286
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 163988543
<SHARES-COMMON-STOCK> 151079967
<SHARES-COMMON-PRIOR> 107287213
<ACCUMULATED-NII-CURRENT> 15372
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3503839
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 24102246
<NET-ASSETS> 191610000
<DIVIDEND-INCOME> 3168788
<INTEREST-INCOME> 614995
<OTHER-INCOME> 24078
<EXPENSES-NET> 1275667
<NET-INVESTMENT-INCOME> 2532194
<REALIZED-GAINS-CURRENT> 11310318
<APPREC-INCREASE-CURRENT> 25861731
<NET-CHANGE-FROM-OPS> 39704243
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 2516822
<DISTRIBUTIONS-OF-GAINS> 7157977
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 48458874
<NUMBER-OF-SHARES-REDEEMED> 6765618
<SHARES-REINVESTED> 9674799
<NET-CHANGE-IN-ASSETS> 81397499
<ACCUMULATED-NII-PRIOR> 308
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 683437
<GROSS-ADVISORY-FEES> 1124323
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1275667
<AVERAGE-NET-ASSETS> 149909727
<PER-SHARE-NAV-BEGIN> 1.027
<PER-SHARE-NII> 0.019
<PER-SHARE-GAIN-APPREC> 0.290
<PER-SHARE-DIVIDEND> 0.019
<PER-SHARE-DISTRIBUTIONS> 0.049
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.268
<EXPENSE-RATIO> 0.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> ALLMERICA SELECT GROWTH FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 113944210
<INVESTMENTS-AT-VALUE> 143169152
<RECEIVABLES> 691044
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 143860196
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 735510
<TOTAL-LIABILITIES> 735510
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 117839442
<SHARES-COMMON-STOCK> 104517970
<SHARES-COMMON-PRIOR> 80289304
<ACCUMULATED-NII-CURRENT> 3143
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 3942841
<ACCUM-APPREC-OR-DEPREC> 29224942
<NET-ASSETS> 143124686
<DIVIDEND-INCOME> 852325
<INTEREST-INCOME> 321681
<OTHER-INCOME> 11423
<EXPENSES-NET> 1161390
<NET-INVESTMENT-INCOME> 24039
<REALIZED-GAINS-CURRENT> (240313)
<APPREC-INCREASE-CURRENT> 24384776
<NET-CHANGE-FROM-OPS> 24168502
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 20896
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 36197767
<NUMBER-OF-SHARES-REDEEMED> 5504857
<SHARES-REINVESTED> 20896
<NET-CHANGE-IN-ASSETS> 30713806
<ACCUMULATED-NII-PRIOR> 386
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 3702528
<GROSS-ADVISORY-FEES> 1017303
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1161390
<AVERAGE-NET-ASSETS> 119682711
<PER-SHARE-NAV-BEGIN> 1.099
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0.270
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.369
<EXPENSE-RATIO> 0.97
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 8
<NAME> ALLMERICA SELECT AGGRESSIVE GROWTH FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 201900142
<INVESTMENTS-AT-VALUE> 255449027
<RECEIVABLES> 845692
<ASSETS-OTHER> 1917605
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 258212324
<PAYABLE-FOR-SECURITIES> 2750306
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 590295
<TOTAL-LIABILITIES> 3340601
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 196589468
<SHARES-COMMON-STOCK> 137942393
<SHARES-COMMON-PRIOR> 97753957
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4733370
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 53548885
<NET-ASSETS> 254871723
<DIVIDEND-INCOME> 1678137
<INTEREST-INCOME> 294930
<OTHER-INCOME> 2753
<EXPENSES-NET> 2118686
<NET-INVESTMENT-INCOME> (142866)
<REALIZED-GAINS-CURRENT> 16028765
<APPREC-INCREASE-CURRENT> 37467083
<NET-CHANGE-FROM-OPS> 53352982
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 74888511
<NUMBER-OF-SHARES-REDEEMED> 9942879
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 118298614
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 11295395
<GROSS-ADVISORY-FEES> 1943953
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2118686
<AVERAGE-NET-ASSETS> 194395324
<PER-SHARE-NAV-BEGIN> 1.397
<PER-SHARE-NII> (0.001)
<PER-SHARE-GAIN-APPREC> 0.452
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.848
<EXPENSE-RATIO> 1.09
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 9
<NAME> ALLMERICA SELECT INCOME FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 59879110
<INVESTMENTS-AT-VALUE> 61771343
<RECEIVABLES> 747987
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 62519330
<PAYABLE-FOR-SECURITIES> 2066895
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 84341
<TOTAL-LIABILITIES> 2151236
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 59453594
<SHARES-COMMON-STOCK> 58961060
<SHARES-COMMON-PRIOR> 43864660
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 977733
<ACCUM-APPREC-OR-DEPREC> 1892233
<NET-ASSETS> 60368094
<DIVIDEND-INCOME> 148258
<INTEREST-INCOME> 3335513
<OTHER-INCOME> 2060
<EXPENSES-NET> 393923
<NET-INVESTMENT-INCOME> 3091908
<REALIZED-GAINS-CURRENT> 296997
<APPREC-INCREASE-CURRENT> 4278014
<NET-CHANGE-FROM-OPS> 7666919
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3091908
<DISTRIBUTIONS-OF-GAINS> 34237
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 19199494
<NUMBER-OF-SHARES-REDEEMED> 7282411
<SHARES-REINVESTED> 3126145
<NET-CHANGE-IN-ASSETS> 19584002
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 1247363
<GROSS-ADVISORY-FEES> 297434
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 396470
<AVERAGE-NET-ASSETS> 49572319
<PER-SHARE-NAV-BEGIN> 0.930
<PER-SHARE-NII> 0.060
<PER-SHARE-GAIN-APPREC> 0.095
<PER-SHARE-DIVIDEND> 0.061
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.024
<EXPENSE-RATIO> 0.79
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 10
<NAME> AIT SMALL CAP VALUE FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 58963323
<INVESTMENTS-AT-VALUE> 64617338
<RECEIVABLES> 130350
<ASSETS-OTHER> 17171
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 64764859
<PAYABLE-FOR-SECURITIES> 43032
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 147274
<TOTAL-LIABILITIES> 190306
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 58960317
<SHARES-COMMON-STOCK> 52154374
<SHARES-COMMON-PRIOR> 37966262
<ACCUMULATED-NII-CURRENT> 1061
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 40840
<ACCUM-APPREC-OR-DEPREC> 5654015
<NET-ASSETS> 64574553
<DIVIDEND-INCOME> 990146
<INTEREST-INCOME> 24
<OTHER-INCOME> 7929
<EXPENSES-NET> 540861
<NET-INVESTMENT-INCOME> 457238
<REALIZED-GAINS-CURRENT> 1693710
<APPREC-INCREASE-CURRENT> 6588253
<NET-CHANGE-FROM-OPS> 8739201
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 456177
<DISTRIBUTIONS-OF-GAINS> 1656824
<DISTRIBUTIONS-OTHER> 40840
<NUMBER-OF-SHARES-SOLD> 18929818
<NUMBER-OF-SHARES-REDEEMED> 4435969
<SHARES-REINVESTED> 2153841
<NET-CHANGE-IN-ASSETS> 23233050
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 36886
<GROSS-ADVISORY-FEES> 453215
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 540861
<AVERAGE-NET-ASSETS> 53319350
<PER-SHARE-NAV-BEGIN> 1.089
<PER-SHARE-NII> 0.009
<PER-SHARE-GAIN-APPREC> 0.183
<PER-SHARE-DIVIDEND> 0.009
<PER-SHARE-DISTRIBUTIONS> 0.034
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.238
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 11
<NAME> ALLMERICA SELECT INTERNATIONAL EQUITY FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 94711540
<INVESTMENTS-AT-VALUE> 103890312
<RECEIVABLES> 700697
<ASSETS-OTHER> 288252
<OTHER-ITEMS-ASSETS> 142491
<TOTAL-ASSETS> 105021752
<PAYABLE-FOR-SECURITIES> 500100
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 209518
<TOTAL-LIABILITIES> 709618
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 95044431
<SHARES-COMMON-STOCK> 91803489
<SHARES-COMMON-PRIOR> 42039186
<ACCUMULATED-NII-CURRENT> 140980
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 197338
<ACCUM-APPREC-OR-DEPREC> 9324061
<NET-ASSETS> 104312134
<DIVIDEND-INCOME> 1937534
<INTEREST-INCOME> 12218
<OTHER-INCOME> 11687
<EXPENSES-NET> 831506
<NET-INVESTMENT-INCOME> 1129933
<REALIZED-GAINS-CURRENT> 60433
<APPREC-INCREASE-CURRENT> 10767415
<NET-CHANGE-FROM-OPS> 11957781
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 996037
<DISTRIBUTIONS-OF-GAINS> 396021
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 58476233
<NUMBER-OF-SHARES-REDEEMED> 6619686
<SHARES-REINVESTED> 1392058
<NET-CHANGE-IN-ASSETS> 63814328
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 159213
<OVERDISTRIB-NII-PRIOR> 13879
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 672770
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 831506
<AVERAGE-NET-ASSETS> 67277044
<PER-SHARE-NAV-BEGIN> 0.963
<PER-SHARE-NII> 0.013
<PER-SHARE-GAIN-APPREC> 0.176
<PER-SHARE-DIVIDEND> 0.011
<PER-SHARE-DISTRIBUTIONS> 0.005
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.136
<EXPENSE-RATIO> 1.24
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 12
<NAME> ALLMERICA SELECT CAPITAL APPRECIATION FUND

<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 36519336
<INVESTMENTS-AT-VALUE> 41183002
<RECEIVABLES> 404148
<ASSETS-OTHER> 86707
<OTHER-ITEMS-ASSETS> 3304
<TOTAL-ASSETS> 41677161
<PAYABLE-FOR-SECURITIES> 232443
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 68683
<TOTAL-LIABILITIES> 301126
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 36478701
<SHARES-COMMON-STOCK> 30220462
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 3304
<ACCUMULATED-NET-GAINS> 253736
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4646902
<NET-ASSETS> 41376035
<DIVIDEND-INCOME> 59611
<INTEREST-INCOME> 86963
<OTHER-INCOME> 0
<EXPENSES-NET> 180529
<NET-INVESTMENT-INCOME> (33955)
<REALIZED-GAINS-CURRENT> 1068237
<APPREC-INCREASE-CURRENT> 4646902
<NET-CHANGE-FROM-OPS> 5681184
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 783850
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 36016174
<NUMBER-OF-SHARES-REDEEMED> 321323
<SHARES-REINVESTED> 783850
<NET-CHANGE-IN-ASSETS> 36478701
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 133723
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 189249
<AVERAGE-NET-ASSETS> 19681001
<PER-SHARE-NAV-BEGIN> 1.0
<PER-SHARE-NII> (0.001)
<PER-SHARE-GAIN-APPREC> 0.397
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.027
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.369
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>