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As filed with the Securities and Exchange Commission via EDGAR on
February 14, 1996
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ ]
Filed by Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
-----------------------------
ALLMERICA INVESTMENT TRUST
(Name of Registrant as Specified In Its Charter)
440 Lincoln Street
Worcester, Massachusetts 01653
(Address of Principal Executive Offices)
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Stephen R. Nelson, Esq.
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
(Name and Address of Person Filing Proxy Statement,
if other than the Registrant)
-----------------------------
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify
the previous filing by registration
statement number, or the Form or Schedule and the date of its fining.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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ALLMERICA FINANCIAL
440 Lincoln Street
Worcester, MA 01653
February 28, 1996
Dear Valued Client,
We have been informed that John A. Levin & Co., Inc. ("JAL"), the sub-adviser to
the Select Growth & Income Fund series of Allmerica Investment Trust (the
"Fund"), has entered into an agreement with Baker, Fentress & Company ("Baker,
Fentress") pursuant to which JAL and a wholly-owned subsidiary of Baker,
Fentress ("New JAL") would merge (the "Merger"), with New JAL being the
surviving entity in the Merger. New JAL would continue to use the name "John A.
Levin & Co., Inc." (Both JAL and New JAL are referred to herein as the
"Sub-Adviser.") The enclosed proxy materials describe the Merger.
No material changes in the Sub-Adviser's investment philosophy, policies, or
strategies are contemplated by the Merger. After the Merger, New JAL will
continue to operate from its offices in New York, New York, with substantially
the same professional personnel functioning in substantially the same capacities
as before the Merger. The same persons who are presently responsible for the
investment strategies of the Sub-Adviser will continue to direct its investment
strategies following the consummation of the Merger. In connection with the
Merger, the initial board of directors of New JAL will be comprised of three
former stockholders of JAL (including John A. Levin, Melody L. Prenner Sarnell
and Jeffrey A. Kigner) and three officers or directors of Baker, Fentress. In
addition, John A. Levin, currently the President and Chief Executive Officer of
JAL, will be nominated for election as a Director, the President and the Chief
Executive Officer of Baker, Fentress.
Because the change in ownership of the Sub-Adviser constitutes an assignment of
the current Sub-Adviser Agreement between Allmerica Investment Management
Company, Inc. ("AIMCO") and New JAL under the provisions of the Investment
Company Act of 1940, the shareholders of the Fund must approve a new contract
between AIMCO and New JAL in order for the Sub-Adviser to continue to manage the
Fund.
The Trustees are satisfied that the provisions of the transaction, including the
composition of the board of directors of New JAL and the continued management of
New JAL by those individuals most responsible for the operations of the Fund,
should not result in any significant changes in the day-to-day management of the
Fund by the Sub-Adviser. In addition, the transaction offers the Sub-Adviser the
expertise, reputation and experience of Baker, Fentress. Consequently, the
Trustees are proposing a New Sub-Adviser Agreement with New JAL. The substantive
terms of this New Sub-Adviser Agreement are identical to those of the existing
Agreement.
The Trustees recommend that you vote to approve the New Sub-Adviser Agreement.
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Enclosed you will find the proxy statement which describes the Merger and the
Sub-Adviser Agreement you are being asked to approve. We encourage you to be
sure to return your proxy voting card in the postage-paid envelope provided. If
your proxy is not received, the votes attributable to your interest will be
voted in the same ratio as votes for which instructions have been received.
Should you have any questions, please call your Investment Representative. You
may also call one of our Customer Service Representatives at (800) 533-7881
between 9 a.m. and 5 p.m. Eastern Time. We look forward to continuing to meet
your investment needs.
Sincerely,
Richard M. Reilly
President
Allmerica Investment Trust
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SELECT GROWTH AND INCOME FUND
OF
ALLMERICA INVESTMENT TRUST
440 Lincoln Street
Worcester, MA 01653
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NOTICE OF SPECIAL
MEETING
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To the Shareholders:
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of the Select Growth and Income Fund (the "Fund"), a separate
series of Allmerica Investment Trust (the "Trust"), will be held on April 2,
1996, at 10:00 a.m. local time at the offices of Allmerica Investment Management
Company, Inc. ("AIMCO"), 440 Lincoln Street, Worcester, MA 01653. At the
Meeting, you and the other Shareholders of the Fund will be asked to consider
and vote:
1. To approve or disapprove a new Sub-Adviser Agreement between
AIMCO and New JAL (as defined below), effective upon the merger (the "Merger")
of John A. Levin & Co., Inc. ("JAL"), the current sub-adviser to the Fund, with
and into a wholly-owned subsidiary ("New JAL") of Baker, Fentress & Company
("Baker, Fentress") as described in the Proxy Statement attached hereto.
Notwithstanding Shareholder approval, a new Sub-Adviser Agreement will not be
executed, and the existing Sub-Adviser Agreement will remain in effect, unless
and until the Merger is consummated.
2. To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record at the close of business on February 2,
1996, are entitled to notice of, and to vote at, the Meeting. Your attention is
called to the accompanying Proxy Statement. Regardless of whether you plan to
attend the Meeting, Please complete, sign and return promptly the enclosed proxy
card so that a maximum number of shares may be represented in the voting. If you
are present at the Meeting, you may change your vote, if desired, at that time.
By Order of the Board of Trustees
JOSEPH W. MACDOUGALL, JR.,
Secretary
Worcester, MA
February 28, 1996
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SELECT GROWTH AND INCOME FUND
OF
ALLMERICA INVESTMENT TRUST
440 Lincoln Street
Worcester, MA 01653
----------------------------------
PROXY STATEMENT
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The enclosed proxy is solicited by and on behalf of the Board of
Trustees of Allmerica Investment Trust (the "Trust") in connection with a
Special Meeting (the "Meeting") of Shareholders of the Select Growth and Income
Fund series of the Trust (the "Fund") to be held on April 2, 1996, at 10:00
a.m., Eastern Time, at the offices of Allmerica Investment Management Company,
Inc. ("AIMCO"), 440 Lincoln Street, Worcester, MA 01653, for the purposes set
forth below and in the accompanying Notice of Special Meeting. The mailing date
of this Proxy Statement is February 28, 1996. At the Meeting, the Shareholders
of the Fund will be asked:
1. To approve or disapprove a new Sub-Adviser Agreement (the "New
Sub-Adviser Agreement") between AIMCO and New JAL (as defined
below), effective upon the merger (the "Merger") of John A. Levin
& Co., Inc. ("JAL"), the current sub-adviser to the Fund, with
and into a wholly-owned subsidiary ("New JAL") of Baker, Fentress
& Company ("Baker, Fentress"), as further described below.
Notwithstanding Shareholder approval, a new Sub-Adviser Agreement
will not be executed, and the existing Sub-Adviser Agreement will
remain in effect, unless and until the Merger is consummated.
2. To Transact such other business as may properly come before the
Meeting or any adjournments thereof.
A Shareholder may revoke the accompanying proxy at any time prior to
its use by filing with the Secretary of the Trust a written revocation or duly
executed proxy bearing a later date. The proxy will not be voted if the
Shareholder is present at the Meeting and elects to vote in person. Attendance
at the Meeting alone will not serve to revoke the proxy.
In addition to the solicitation of proxies by mail, officers and
employees of the Trust, without additional compensation, may solicit proxies in
person or by telephone. The costs associated with such solicitation and the
Meeting will be borne by JAL, and not by the Fund or the Trust.
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The Trust will furnish, without charge, a copy of the most recent
Annual Report to Shareholders of the Fund. Requests should be directed to the
Fund at 440 Lincoln Street, Worcester, Massachusetts 01653 or by calling (800)
533-7881.
The shares of the Fund may be purchased only by separate accounts
("Separate Accounts") established by First Allmerica Financial Life Insurance
Company ("FAFLIC") or Allmerica Financial Life Insurance and Annuity Company
("AFLIAC"), a subsidiary of FAFLIC, for the purpose of funding variable annuity
contracts and variable life insurance policies (such contracts and policies are
referred to hereafter as "Contracts") issued by FAFLIC or AFLIAC. FAFLIC and
AFLIAC, however, will vote the shares of the Fund held in each Separate Account
in accordance with instructions received from variable life insurance policy
owners and variable annuity contract owners or participants (collectively,
"Contract Owners") with respect to all matters on which Fund Shareholders are
entitled to vote. Interests in Contracts for which no timely instructions are
received will be voted in proportion to the instructions which are received from
Contract Owners. FAFLIC and AFLIAC also will vote shares in a Separate Account
that they own and which are not attributable to Contracts in the same
proportion. As of the close of business on February 6, 1996, there were
153,755,983.348 shares of the Fund outstanding.
The persons named in the accompanying proxy will vote in each case as
directed by the proxy, but in the absence of such voting directions they intend
to vote FOR each proposal and may vote in their discretion with respect to other
matters not now known to the Board of Trustees that may be presented at the
Meeting.
The Trust's investment Adviser is AIMCO, a wholly-owned subsidiary of
FAFLIC. The address of AIMCO and FAFLIC is 440 Lincoln Street, Worcester, MA
01653. First Data Investor Services Group, Inc., a wholly-owned subsidiary of
First Data Corp., calculates net asset value per share, maintains general
accounting records and performs administrative services for the Fund. Its
address is 440 Computer Drive, Westboro, MA 01581.
All information contained in this Proxy Statement about New JAL and the
Merger Agreement (as defined below) has been provided by JAL, the Fund's current
sub-adviser.
PROPOSAL 1.
APPROVAL OF A NEW SUB-ADVISER AGREEMENT FOR THE FUND
Background
Shareholders of the Fund are being asked to approve a New
Sub-Adviser Agreement for the Fund with New JAL to take effect following the
Merger, pursuant to the Agreement and Plan of Merger dated as of November 19,
1995, (the "Merger Agreement"), of JAL (the current sub-adviser of the Fund)
with and into New JAL, a wholly-owned subsidiary of Baker, Fentress, for
approximately $116 million (consisting of up to $35 million in cash and the
remainder in stock of Baker, Fentress), subject to certain adjustments. The New
Sub-Adviser Agreement will be
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between AIMCO, as investment adviser to the Fund, and New JAL. Following such
Merger, JAL will be wholly-owned by Baker, Fentress. New JAL will continue to
use the name of "John A. Levin & Co., Inc." (JAL as it exists prior to the
closing of the Merger, and New JAL as "John A. Levin & Co., Inc." after the
closing, are sometimes referred to hereafter as the "Sub-Adviser.")
Under the terms of the Merger Agreement, consummation of the Merger is
contingent upon a number of factors, including (i) the approval of Baker,
Fentress shareholders of the Merger and related matters and (ii) the receipt of
an Order from the Securities and Exchange Commission (the "Commission") granting
exemptive relief from certain provisions of the Investment Company Act of 1940
(the "Company Act"). Accordingly, the New Sub-Adviser Agreement will not be
executed, and the existing Sub-Adviser Agreement (the "Existing Sub-Adviser
Agreement") will remain in effect, unless and until the Merger is consummated.
No material changes in the Sub-Adviser's investment philosophy,
policies, or strategies are contemplated. After the Merger, New JAL will
continue to operate from the same offices in New York, New York. In connection
with the Merger, the board of directors of New JAL will consist of six
directors, three of whom (John A. Levin, Melody L. Prenner Sarnell and Jeffrey
A. Kigner) will be former stockholders of JAL and three of whom, including James
P. Gorter, the current Chairman of Baker, Fentress, will be officers or
directors of Baker, Fentress. The same persons who are presently responsible for
the investment strategies of the Sub-Adviser will continue to direct its
investment strategies following the consummation of the Merger. Substantially
all of the employees of JAL, immediately prior to the consummation of the
Merger, will hold similar positions as employees of New JAL, and the officers of
New JAL are to be mutually designated by JAL and Baker, Fentress. John A. Levin,
currently the President and Chief Executive Officer of JAL, will be nominated
for election as a Director, the President and the Chief Executive Officer of
Baker, Fentress.
The New Sub-Adviser Agreement is necessary because, as required under
the Company Act, the Existing Sub-Adviser Agreement provides for its automatic
termination in the event of its assignment. Completion of the Merger, whereby
New JAL will acquire all of the outstanding stock of JAL, will constitute an
assignment of the Existing Sub-Adviser Agreement.
Section 15(f) of the Company Act provides that, when a change in the
control of an investment adviser or sub-adviser to an investment company occurs,
the investment adviser or any of its affiliated persons may receive any amount
or benefit in connection therewith as long as two conditions are satisfied.
First, no "unfair burden" may be imposed on the investment company as a result
of the transaction relating to the change of control, or any express or implied
terms, conditions or understandings applicable thereto. As defined in the
Company Act, the term "unfair burden" includes any arrangement during the
two-year period after the change in control whereby the investment adviser (or
predecessor or successor adviser), or any interested person of any such adviser,
receives or is entitled to receive any compensation, directly or indirectly,
from the investment company or its security holders (other than fees for bona
fide investment advisory or other services), or from any person in connection
with the purchase or sale of securities or
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other property to, from, or on behalf of the investment company (other than fees
for bona fide brokerage and principal underwriting services). No such
compensation arrangements will occur.
The second condition is that, during the three-year period immediately
following the change of control, at least 75% of an investment company's board
of trustees or directors must not be "interested persons" of the investment
adviser of the investment company or the predecessor investment adviser within
the meaning of the Company Act. AIMCO and New JAL believe that this condition is
satisfied if at least 75% of the Trustees are not "interested persons" of the
Sub-Adviser or any of its affiliates. At present, none of the Trustees is an
"interested person" of the Sub-Adviser or any of its affiliates (including
Baker, Fentress).
Description of the Existing Sub-Adviser Agreement and the New Sub-Adviser
Agreement
The Existing Sub-Adviser Agreement between AIMCO and JAL as Sub-Adviser
thereunder, was executed as of September 1, 1994 and was last approved by the
Trustees, including the Trustees who were not "interested persons", at a meeting
of the Board of Trustees on May 9, 1995. Except for the description of the
Sub-Adviser and different effective and termination dates, the terms of the New
Sub-Adviser Agreement are identical in all material respects to the terms of the
Existing Sub-Adviser Agreement. The New Sub-Adviser Agreement is attached to
this Proxy Statement as Exhibit A, and the description of the New Sub-Adviser
Agreement set forth in this Proxy Statement is qualified in its entirety by
reference to Exhibit A.
The New Sub-Adviser Agreement provides that New JAL, as Sub-Adviser
thereunder, in return for its fee, and subject to the control and supervision of
the Board of Trustees and in conformance with the investment objectives and
policies of the Fund set forth in the Trust's current registration statement and
any other policies established by the Board of Trustees or AIMCO, will mange the
investment and reinvestment of the assets of the Fund. In this regard, it is the
responsibility of the Sub-Adviser to make investment decisions for the Fund and
to place the Fund's purchase and sale orders for investment securities. The New
Sub-Adviser Agreement states that the Sub-Adviser will provide at its expense
all necessary investment, management and administrative facilities, including
salaries of personnel and equipment needed to carry out its duties under the
Agreement, but excluding pricing and bookkeeping services.
The New Sub-Adviser Agreement shall remain in full force and effect for
two years from the date it is executed and shall continue in full force and
effect for successive periods of one year thereafter, but only so long as each
such continuance is specifically approved annually by the Board of Trustees, or
by vote of the holders of a majority of the Fund's outstanding voting
securities, and by the vote of a majority of the Trustees who are not
"interested persons" of the Trust, AIMCO, the Sub-Adviser, or any other
sub-adviser to the Trust. The New Sub-Adviser Agreement may be terminated at any
time, without the payment of any penalty, by AIMCO, by vote of the Trustees or
by vote of a majority of the outstanding voting securities of the Fund on 60
days' written notice. As required by the Company Act, the New Sub-Adviser
Agreement will automatically terminate, without the payment of any penalty, in
the event of its assignment or in the event that the Management Agreement
between the Trust and AIMCO shall have terminated for any reason.
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The New Sub-Adviser Agreement provides that, in the absence of (i)
willful misfeasance, bad faith or gross negligence on the part of the
Sub-Adviser, or (ii) reckless disregard by the Sub-Adviser of its obligations
and duties under the Agreement, the Sub-Adviser shall not be liable to the Trust
or the Fund, or to any Shareholder of the Fund, for any act or omission in the
course of, or connected with, rendering services under the Agreement.
AIMCO pays the fees earned by the Sub-Adviser with respect to its
management of the Fund's assets. As compensation for the services the
Sub-Adviser renders to the Fund, the Sub-Adviser is paid a quarterly fee based
on the average daily net assets of the Fund, as set forth below:
Assets Rate
------ ----
First $100 million 0.40%
Next $200 million 0.25%
Over $300 million 0.30%
The annual rate will remain unchanged under the New Sub-Adviser
Agreement. During the fiscal year ended December 31, 1995, AIMCO paid JAL
$474,715.63 for its management of the Fund.
Information Regarding John A. Levin & Co., Inc.
JAL has been in the investment advisory business since 1982, and, as of
November 16, 1995, had approximately $5.1 billion in assets under management.
JAL is a privately-owned investment adviser registered under the Investment
Advisers Act of 1940 (the "Advisers Act"). JAL is also a registered
broker-dealer under the Securities Exchange Act of 1934 and a registered
commodity trading advisor and commodity pool operator under the Commodity
Exchange Act of 1974. After consummation of the Merger, New JAL (directly or
through one or more wholly-owned subsidiaries) will continue such registrations.
Listed below are the names and principal occupations of the principal
executive officers and the directors of JAL. The principal business address of
each is One Rockefeller Plaza, 25th Floor, New York, New York 10020.
Name Principal Occupation
---- --------------------
John A. Levin President and Director
Elisabeth L. Levin Director
Carol L. Novak Secretary, Treasurer and Director
John A. Levin and Melody L. Prenner Sarnell, with principal business
addresses at One Rockefeller Plaza, 25th Floor, New York, New York 10020, each
own of record or beneficially ten percent or more of the outstanding voting
securities of JAL.
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Information Concerning Baker, Fentress & Company
Baker, Fentress is registered under the Company Act as a
non-diversified, closed-end management investment company and has been, since
its inception in 1970, internally managed by its officers under the supervision
of its board of directors. It is also registered under the Advisers Act as an
investment adviser. Baker, Fentress' principal business is the ownership and
management of its investment portfolio, which consists predominately of
publicly-traded and privately-held equity securities. As of November 30, 1995,
Baker, Fentress had net assets of approximately $586.6 million.
Baker, Fentress & Company's and John A. Levin & Co., Inc.'s Consideration of the
Merger
Baker, Fentress' board of directors determined that the acquisition of
JAL, an established investment adviser, was an appropriate means to develop its
investment management business. The management of JAL believes the combination
of its business with Baker, Fentress will augment JAL's ability to provide the
highest quality investment product in a large and expanding, but increasingly
competitive and complex, financial services environment.
Trustees' Consideration
The Board of Trustees met on February 6, 1996, to consider, (i) the
effect of the Merger on the management of the Fund and (ii) whether to approve
the New Sub-Adviser Agreement between AIMCO and New JAL and recommend it to the
Fund's Shareholders. In their consideration of the New Sub-Adviser Agreement,
the Trustees received and reviewed information concerning the intentions of both
the Sub-Advisor and Baker, Fentress in light of the proposed Merger and the
change of control of the Sub-Adviser, resulting in its ownership by Baker,
Fentress. The Trustees requested and received information concerning the
proposed relationship between the Sub-Adviser and Baker, Fentress and its
affiliates following the Merger, and the effect on the Sub-Adviser's management,
policies, investment management philosophy, and strategies. In this regard, the
Trustees received assurances that New JAL would employ substantially the same
professional personnel (functioning in substantially the same capacities) as
does JAL. The Trustees were informed that it was intended that the investment
management philosophy, policies, and strategies currently pursued by the
Sub-Adviser for the Fund would not be affected by the Merger. The Trustees
received assurances that the portfolio managers of the Sub-Adviser who manage
the Fund's assets would continue to be employed by the Sub-Adviser in the same
capacities following the consummation of the Merger. The Trustees were provided
with information satisfactory to them with respect to the financial resources of
the Sub-Adviser following the Merger, and the commitment of Baker, Fentress to
the continuance, or enhancement, without interruption, of services of the
quality and type currently provided by the Sub-Adviser to the Fund. The Trustees
considered the expected benefits to the Fund from the Merger, including the
expertise, reputation and experience of Baker, Fentress and its affiliates. The
Trustees were informed that neither the Fund nor the Trust would bear any of the
expenses incurred in connection with the Meeting and the solicitation of
proxies.
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In connection with their decision to approve the New Sub-Adviser
Agreement and to recommend it to the Shareholders of the Fund for approval, the
Trustees acted in contemplation of the factors that they had considered at a
meeting of the Board of Trustees on May 9, 1995, at which the Trustees,
including the Trustees who were not "interested persons," approved the Existing
Sub-Adviser Agreement with JAL. The Trustees considered a number of factors at
the May 9 1995, meeting including, but not limited to, the following: the
historic performance of the Fund as compared to relevant industry indices; the
nature and quality of the services expected to be rendered to the Fund by the
Sub-Adviser; the terms of the Existing Sub-Adviser Agreement and the fees
payable thereunder to the Sub-Adviser as compared to fees paid to investment
advisers and sub-advisers of similar investment companies; the benefits accruing
to the Sub-Adviser as a result of its affiliation with the Fund; and the
history, reputation, qualifications, and background of JAL.
JAL has advised the Board of Trustees that it expects that there will
be no diminution in the scope or quality of advisory services provided to the
Fund as a result of the Merger. Accordingly, the Board of Trustees believes that
the Fund should receive investment advisory services under the New Sub-Adviser
Agreement equal or superior to those currently received under the Existing
Sub-Adviser Agreement, at the same fee levels.
After the consummation of the Merger, New JAL will be an "affiliated
person" of the Fund, as defined in Section 2(a)(3) of the Company Act. The
Company Act imposes certain restrictions on transactions involving a registered
investment company and certain affiliates thereof. Accordingly, unless otherwise
expressly permitted by the Commission, the Fund's ability to engage in certain
transactions with New JAL and Baker, Fentress (as an affiliated person of New
JAL) after the closing of the Merger will be limited. The Trustees do not
believe that these restrictions will have a material effect on the management or
performance of the Fund.
As a result of its investigation and deliberations concerning the
Merger and the New Sub-Adviser Agreement, the Trustees, including all of the
Trustees who are not "interested persons," concluded that the terms of the New
Sub-Adviser Agreement are fair to, and in the best interest of, the Trust, the
Fund, and the Fund's Shareholders. Accordingly, the Board of Trustees, including
all of the Trustees who are not "interested persons," voted at its meeting on
February 6, 1996, to approve the New Sub-Adviser Agreement between AIMCO and New
JAL and to recommend it to the Shareholders of the Fund for their approval.
Recommendation and Required Vote
At the Meeting, the Shareholders of the Fund will vote on the proposed
New Sub-Adviser Agreement. The affirmative vote of the holders of a majority of
the outstanding shares of the Fund is required to approve this proposal.
"Majority" for this purpose under the Company Act means the lesser of (i) 67% of
the shares represented at the meeting if more than 50% of such outstanding
shares are represented, or (ii) more than 50% of such outstanding shares. Where
a Shareholder abstains, the shares represented will be counted as present and
entitled to vote on the matter for purposes of determining a quorum, but the
abstention will have the effect of a negative vote on the proposal.
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THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS OF
THE FUND VOTE FOR THE NEW SUB-ADVISER AGREEMENT
ADDITIONAL INFORMATION
Other Matters to Come Before the Meeting
The Trust's management does not know of any matters to be presented at
the Meeting other than that described in this Proxy Statement. If other business
should properly come before the Meeting, the proxyholders will vote thereon in
accordance with their best judgment.
Distribution of Shares and Contracts
Allmerica Investments, Inc. ("Allmerica"), an indirect
wholly-owned subsidiary of FAFLIC, 440 Lincoln Street, Worcester, Massachusetts
01653, is the distributor for the Trust. The Contracts and certificates
evidencing coverage by such Contracts may be purchased from representatives of
Allmerica.
Brokerage Arrangements
The Sub-Adviser is authorized to select the brokers or dealers to
execute purchases and sales of investment securities for the Fund seeking best
execution with respect to all transactions for the Fund. The Sub-Adviser may,
however, consistent with the best interests of the Fund, also select brokers on
the basis of the research and brokerage services they provide. Research services
furnished by brokers to the Sub-Adviser may be used by the Sub-Adviser in
managing all of its accounts and not all such services may be used by the
Sub-Adviser in connection with the Fund. A commission paid to such brokers may
be higher than that which another qualified broker would have charged for
effecting the same transaction, provided that any such commission is paid in
compliance with the Exchange Act. The Trust also allocates to certain brokers a
certain percentage of commissions from transactions of the Fund. Brokerage firms
whose customers purchase variable annuity contracts or variable life insurance
policies funded by shares of the Fund may participate in brokerage commissions.
Brokerage transactions are not placed with any person affiliated with the Fund,
AIMCO or the Sub-Adviser, except as permitted by law.
For its fiscal year ended December 31, 1995, the Fund paid no brokerage
commissions to any affiliate of the Fund, AIMCO, or JAL.
Shareholder Proposals
The Meeting is a Special Meeting of Shareholders. The Trust and the
Fund are not required to, nor does either intend to, hold regular annual
meetings of its Shareholders. If such a meeting is called, any Shareholder who
wishes to submit a proposal for consideration at the meeting should submit the
proposal promptly to the Trust.
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PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY TO ENSURE THAT A
QUORUM IS PRESENT AT THE SPECIAL MEETING. A SELF-ADDRESSED, POSTAGE-PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
RICHARD M. REILLY
President
February 28, 1996
Worcester, MA
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EXHIBIT LIST
Exhibit A -- Form of New Sub-Adviser Agreement
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STATEMENT OF DIFFERENCES
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The section mark shall be expressed as ss.
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EXHIBIT A
SUB-ADVISER AGREEMENT
Sub-Adviser Agreement executed as of ____________ __, 1996,
between ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC. (the "Manager"), and JOHN
A. LEVIN & 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: SELECT GROWTH AND INCOME 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 objective 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. 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
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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 of the Sub-Adviser
exercises investment discretion.
2. OTHER AGREEMENTS
It is understood that any of the shareholders, Trustee, 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 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.
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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 the 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 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 ("1940 Act") and the rules
and regulations thereunder.
(b) This Agreement may be terminated as to the 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 the 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 between the Manager and the Trust 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 the 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.
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7. NONLIABILITY OF SUB-ADVISER
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser shall not be subject to any liability to the Trust or
Fund, or to any shareholder of the Fund, 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 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 JOHN A. LEVIN & 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: _____________________________________
Its: _____________________________________
JOHN A. LEVIN & CO., INC.
By: _____________________________________
Its: _____________________________________
Accepted and Agreed to as of the day and year first above written:
ALLMERICA INVESTMENT TRUST
By: _____________________________
Its: _____________________________
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Schedule A
The Manager will pay to the Sub-Adviser, as full compensation
for the Sub-Adviser's services rendered, a quarterly fee,
computed at an annual rate based on the average daily net
assets of the Fund, as set forth below:
Assets Rate
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First $100 Million 0.40%
Next $200 Million 0.25%
Over $300 Million 0.30%
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APPENDIX 1
Front
SELECT GROWTH AND INCOME FUND
(A Series of Allmerica Investment Trust)
This solicitation is being made on behalf of the Board of Trustees.
The undersigned contract owner by completing this form does thereby appoint
Richard M. Reilly, Robert T. Stemple and Gail A. Hanson, or any of them, with
full power of substitution, as attorneys and proxies of the undersigned, and
does thereby request that the votes attributable to the undersigned's interest
be cast as directed at the Meeting of Shareholders of the Select Growth and
Income Fund, a series of Allmerica Investment Trust, to be held at 10:00 a.m. on
April 2, 1996 at the office of Allmerica Investment Management Company, Inc.,
440 Lincoln Street, Worcester, Massachusetts, and at any adjournment thereof.
TOTAL VOTES (EQUIVALENT SHARES) PLEASE VOTE, DATE, SIGN EXACTLY
AS SHOWN BELOW AS YOUR NAME APPEARS BELOW,
AND RETURN THIS FORM IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE.
Dated _________________ , 1996
NOTE: The undersigned hereby
acknowledges receipt of the Notice
of Meeting and Proxy Statement,
and revokes any proxy heretofore
given with respect to the votes
covered by this proxy.
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(Signature) [__,___]
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Back
The interests represented by this proxy will be voted as directed below, or if
no direction is indicated, will be voted FOR the proposal below. If a proxy is
not received from a particular contract owner, then the votes attributable to
his or her interest will be allocated in the same ratio as votes for which
instructions have been received.
Please vote by checking your response.
FOR AGAINST ABSTAIN
Approval of new Sub-Adviser Agreement [ ] [ ] [ ]
between Allmerica Investment Management
Company, Inc. and New JAL (as defined
in the Proxy Statement). L L L
[ , ]
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