SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-
11(c) or Sec. 240.14a-12
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.Allmerica Investment Trust. . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
.Gail A. Hanson, Assistant Secretary. . . . . . . . . . . .
. . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant
to Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
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2) Aggregate number of securities to which
transaction applies:
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3) Per unit price or other underlying value of
transaction computed pursuant to
Exchange Act Rule 0-11:1
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4) Proposed maximum aggregate value of
transaction:
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1 Set forth the amount on which the filing fee is
calculated and state how it was determined.
[ ] Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
. . . . . . . . August 28, 1996. . . . . . . .
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G:\SHARED\3RDPARTY\ALLMERIC\PROXY\1996\091896\14A.DOC
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[LOGO]
ALLMERICA
FINANCIAL[REGISTERED TRADEMARK]
August 29, 1996
Dear Valued Client:
You are cordially invited to attend a Special Meeting of Shareholders of the
Allmerica Investment Trust Select Growth Fund (the "Fund"), a series of
Allmerica Investment Trust, to be held on September 18, 1996 at 10:00 a.m.,
Eastern daylight time, here in our offices at 440 Lincoln Street, Worcester,
Massachusetts 01653 (the "Meeting").
At the Meeting, Shareholders will be asked to approve a new Sub-Adviser
Agreement between Allmerica Investment Management Company, Inc. ("AIMCO"), the
manager of the Fund, and Putnam Investment Management, Inc. ("Putnam
Management"). As described in greater detail in the accompanying Proxy
Statement, following an ongoing evaluation process, your Trustees have
determined that it is in the best interests of the Fund and its Shareholders to
appoint Putnam Management to serve as sub-adviser to the Fund and are
recommending to Shareholders that they approve a Sub-Adviser Agreement between
AIMCO and Putnam Management at the Meeting.
Although the Trustees would like very much to have each of you attend the
Meeting, they realize that this is not possible. Whether or not you plan to be
present at the Meeting, your vote is needed. Please complete, sign, and return
the enclosed proxy card promptly. A postage-paid envelope in enclosed for
this purpose.
We look forward to seeing you at the Meeing or receiving your proxy so your
shares may be voted at the Meeting.
Sincerely yours,
/s/ Richard M. Reilly
Richard M. Reilly
President
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED
ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
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SELECT GROWTH FUND
OF
ALLMERICA INVESTMENT TRUST
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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To the Shareholders:
Notice is hereby given that a Special Meeting (the "Meeting") of
Shareholders of the Select Growth Fund (the "Fund"), a separate series of
Allmerica Investment Trust (the "Trust"), will be held on September 18, 1996 at
10:00 a.m., local time, at the offices of Allmerica Investment Company, Inc.
("AIMCO"), 440 Lincoln Street, Worcester, Massachusetts 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
Putnam Management as described in the attached Proxy Statement.
2. Such other matters as may properly come before the Meeting.
Shareholders of record as of the close of business on July 1, 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 Trustees
JOSEPH W. MACDOUGALL, JR.
Secretary
Worcester, MA
August 29, 1996
<PAGE>
SELECT GROWTH FUND
OF
ALLMERICA INVESTMENT TRUST
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
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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 Fund series of the Trust
(the "Fund") to be held on September 18, 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 August 29, 1996. At the Meeting, the Shareholders of the Fund will be asked:
1. To approve or disapprove a new Sub-Adviser Agreement between AIMCO and
Putnam Investment Management, Inc. ("Putnam Management") as described in
this Proxy Statement.
2. Such other matters as may properly come before the Meeting.
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 the Fund.
The Trust will furnish, without charge, a copy of the most recent Annual
Report to the Shareholders of the Fund and its most recent Semi-Annual Report.
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 July 1, 1996, there were
114,395,694.099 shares of the Fund outstanding.
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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 4400 Computer Drive, Westborough, MA 01581.
All information contained in this Proxy Statement about Putnam Management
has been provided by Putnam Management, the new sub-adviser.
I. APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISER
AGREEMENT BETWEEN ALLMERICA INVESTMENT
MANAGEMENT COMPANY, INC. AND
PUTNAM INVESTMENT MANAGEMENT, INC.
The Trustees recommend that the Shareholders of the Fund approve a new
Sub-Adviser Agreement (the "New Agreement") between AIMCO and Putnam Management.
The New Agreement is identical in all substantive respects to the sub-adviser
agreement, dated February 15, 1995, previously in effect between AIMCO and
Provident Investment Counsel, Inc. ("Provident"), the Fund's previous
Sub-Adviser (the "Provident Agreement"). The Provident Agreement was last
submitted to Shareholders on December 16, 1994. A copy of the New Agreement is
set forth in Schedule A to this Proxy Statement. There will be no increase in
advisory fees paid by Fund Shareholders. AIMCO will pay Putnam Management's
sub-adviser fee.
AIMCO manages the business affairs of the Fund pursuant to a Management
Agreement described below. The Management Agreement provides that, subject to
the requirements of the Investment Company Act of 1940, as amended, and the
rules and regulations thereunder (the "1940 Act"), AIMCO at its expense may
select and contract with a sub-adviser or sub-advisers to manage the investments
of one or more of the funds in the Trust. AIMCO has selected a new sub-adviser
to manage the investments of the Fund.
BACKGROUND. Prior to the Trustees' appointment of Putnam Management as
sub-adviser to the Fund, Provident served as sub-adviser of the Fund. Under
investment performance criteria established by AIMCO and a consultant hired by
AIMCO, each sub-adviser is continuously monitored against relevant indices and
peer groups. Upon the recommendation of AIMCO and its consultant, the Trustees
determined to terminate the existing Provident Agreement as of July 1, 1996 and
Putnam Management began serving as sub-adviser to the Fund as of that date,
pursuant to the New Agreement.
In the course of selecting a replacement sub-adviser, AIMCO and its
consultant reviewed performance and background criteria, as well as written and
in-person proposals by a number of investment advisory firms. In evaluating the
proposals, they considered, among other things, the nature and quality of the
services to be provided by each sub-adviser, comparative data as to each
sub-adviser's investment performance, the experience and financial condition of
the sub-adviser and its affiliates, the sub-adviser's commitment to mutual fund
advisory activities and the quality of the sub-adviser's capabilities generally.
Based on this selection and review process, AIMCO and its consultant proposed
final candidates to the Allmerica Manager Evaluation Committee. After
deliberation, the Committee recommended to the Trustees the selection of Putnam
Management as sub-adviser for the Fund and reported the reasons for this
recommendation. In considering such matters, the Trustees were advised by
independent counsel. Upon com-
2
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pletion of the review process and following a presentation to the Trustees by
Putnam Management, the Trustees voted, with the "non-interested" Trustees of the
Trust voting separately, to appoint Putnam Management sub-adviser to the Fund
and to recommend to Shareholders of the Fund that they approve the New
Agreement.
INFORMATION REGARDING PUTNAM INVESTMENT MANAGEMENT, INC. Putnam Management
has been managing mutual funds since 1937. Putnam Management serves as the
investment manager for the funds in the Putnam family, with approximately $112
billion in assets in over 5.7 million shareholder accounts as of July 31, 1996.
The Putnam Advisory Company, Inc., an affiliate, manages domestic and foreign
institutional accounts and foreign mutual funds. Another affiliate, Putnam
Fiduciary Trust Company, provides investment advice to institutional clients
under its banking and fiduciary powers. Putnam and its affiliates managed over
$146 billion in assets as of July 31, 1996.
Putnam Management's principal offices are located at One Post Office
Square, Boston, Massachusetts 02109. Putnam is a wholly-owned subsidiary of
Putnam Investments, Inc., a holding company at the same address which is in turn
wholly owned by Marsh & McLennan Companies, Inc., a publicly owned holding
company whose principal businesses are international insurance and reinsurance
brokerage, employee benefit consulting and investment management. None of the
officers and trustees of the Trust are affiliated with Putnam Management.
The Fund will be managed by Putnam Management's Core Growth Equity Group,
which uses traditional, fundamental stock analysis combined with a systematic
stock selection process where active risk management is as important as stock
selection and a strict sell discipline seeks to produce profits and maintain the
intended risk profile. Putnam's Core Growth Equity management process has had an
investment performance record competitive with other growth equity managers.
Investment companies with similar investment objectives to the Fund for which
Putnam Management provides investment advisory services, the amount of their net
assets as of December 31, 1995 and the annual rates of Putnam Management's fees
for its services to such companies are set forth in Exhibit B to this proxy
statement. Putnam Management does not believe that fee rates set forth in the
Exhibit, which are required under the SEC's proxy rules, are directly
comparable, since, for the funds listed on Exhibit B, Putnam Management provides
a full range of administrative services in addition to portfolio management.
The directors of Putnam Management are Lawrence J. Lasser, George Putnam
and Gordon H. Silver. Mr. Lasser is the President and Chief Executive Officer of
Putnam Investments, Inc. and its subsidiaries, including Putnam Management. Mr.
Putnam is Chairman of the Trustees of the Putnam Funds. Mr. Silver is a Senior
Administrative Officer of Putnam Investments, Inc. and its subsidiaries,
including Putnam Management. The business address of the principal executive
officers and/or directors of Putnam Management is One Post Office Square,
Boston, Massachusetts 02109. No arrangements or understandings exist between
AIMCO and Putnam Management with respect to the composition of the board of
directors of Putnam Management or the board of trustees of the Trust or with
respect to the selection or appointment of any person to any office with either
of them.
DESCRIPTION OF THE PREVIOUS SUB-ADVISER AGREEMENT AND THE NEW SUB-ADVISER
AGREEMENT. The Provident Agreement was executed as of February 15, 1995 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 21, 1996. Except for the
description of Provident and different effective and termination dates, the
terms of the New Agreement are similar in all material respects to the terms of
the Provident Agreement. The New Agreement is attached to this Proxy Statement
as Exhibit A, and the description of the New Agreement set forth in this Proxy
Statement is qualified in its entirety by reference to Exhibit A.
The New Agreement provides that Putnam Management, 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
3
<PAGE>
the Board of Trustees or AIMCO, will manage the investment and reinvestment of
assets of the Fund. In this regard, it is the responsibility of Putnam
Management to make investment decisions for the Fund and to place the Fund's
purchase and sale orders for investment securities. The New Agreement states
that Putnam Management 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 New Agreement, but excluding
pricing and bookkeeping services.
The New Agreement shall remain in full force and effect for two years from
July 1, 1996 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
Agreement may be terminated at any time, without payment of any penalty, by
AIMCO, subject to the approval of the Trustees, by vote of the Trustees, by vote
of a majority of the outstanding voting securities of the Fund, or by Putnam
Management, in each case on 60 days' written notice. As required by the 1940
Act, the New 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.
The New Agreement provides that, in the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of Putnam Management, or (ii) reckless
disregard by Putnam Management of its obligations and duties under the New
Agreement, Putnam Management 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 New Agreement.
AIMCO pays the fees earned by Putnam Management with respect to its
management of the Fund's assets. As compensation for the services Putnam
Management renders to the Fund, Putnam Management is paid a quarterly fee based
on the average daily net assets of the Fund, as set forth below:
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%
During the fiscal year ended December 31, 1995, AIMCO paid Provident
$563,572 for its management of the Fund pursuant to a fee schedule which was the
same as the Putnam Management fee schedule.
INVESTMENT DECISIONS. Investment decisions for the Fund and for the other
investment advisory clients of Putnam Management are made with a view to
achieving the clients' respective investment objectives. Investment decisions
are the product of many factors in addition to basic suitability for the
particular client involved. Thus, for example, a particular security may be
bought and sold for certain clients of Putnam Management even though it could
have been bought or sold for other clients at the same time. Likewise, a
particular security may be bought for one or more clients when one or more other
clients are selling the security. In some instances, one client may sell a
particular security to another client. It also sometimes happens that two or
more clients simultaneously purchase or sell the same security, in which event
each day's transactions in such security are, insofar as possible, averaged as
to price and allocated among such clients in a manner which in the opinion of
Putnam Management is equitable to each and in accordance with the total amount
of such security being purchased or sold by each. There may be circumstances
when purchases or sales of portfolio securities for one or more clients will
have an adverse effect on other clients.
4
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BROKERAGE ARRANGEMENTS. Putnam Management 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.
Putnam Management 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 Putnam Management may be used
by Putnam Management in managing all of its accounts and not all such services
may be used by Putnam Management in connection with the Fund. Subject to such
policies as the Trustees may determine, a commission paid to such brokers may be
higher than that which another qualified broker would have charged for effecting
the same transaction, provided that any such commission is paid in compliance
with the Securities Exchange Act of 1934. 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
Putnam Management, except as permitted by law. There were no commissions paid to
brokers affiliated with Provident for the fiscal year ended December 31, 1995.
MANAGEMENT AGREEMENT. AIMCO has entered into a Management Agreement with
the Trust dated as of July 1, 1992 pursuant to which AIMCO acts as manager to
the Trust. Under the Management Agreement, AIMCO continuously provides business
management services to the Fund and, subject to the general oversight of the
Trustees, manages all of the administrative business and affairs of the Trust,
subject to such policies and instructions as the Trustees may from time to time
establish. AIMCO, at its expense may contract with sub-advisers to manage the
investments of the Fund, subject to the requirements of the 1940 Act. For its
services provided under the Management Agreement, the Trust pays AIMCO a monthly
fee at the annual rate of 0.75% of the average daily net assets of the Fund.
AIMCO is an indirect wholly-owned subsidiary of FAFLIC. AIMCO and FAFLIC are
located at 440 Lincoln Street, Worcester, Massachusetts 01653. Because shares of
the Fund are only available for purchase by FAFLIC or AFLIAC, the Fund has no
principal underwriter.
RECOMMENDATION AND REQUIRED VOTE. Shareholders of the Fund will vote
separately from other Shareholders of the Trust to approve or disapprove the New
Agreement with respect to the Fund. As provided in the 1940 Act, approval of the
New Agreement as to the Fund requires the affirmative vote of a "majority of the
outstanding voting securities" of the Fund, which for this purpose means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund and (2) 67% or more of the shares of the Fund present at the Meeting if
more than 50% of the outstanding shares are present at the Meeting in person or
by proxy. Abstentions have the effect of a negative vote on the proposal to
approve the New Agreement. If the Shareholders of the Fund fail to approve the
New Agreement, Putnam Management will continue to serve as sub-adviser in a
manner consistent with the 1940 Act, until such time as the Trustees select a
different sub-adviser for the Fund.
THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE TO APPROVE THE NEW AGREEMENT.
II. MISCELLANEOUS
OTHER BUSINESS. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is the Trustees' intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of proxy.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS OF
SHAREHOLDERS. The Trust's Agreement and Declaration of Trust does not provide
for regular annual meetings of Shareholders, and the Fund does not currently
intend to hold such meetings. Shareholder proposals for inclusion in the Fund's
proxy statement for any subsequent meeting must be received by the Trust a
reasonable period of time prior to any such meeting.
5
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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
August 29, 1996
Worcester, MA
6
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EXHIBIT LIST
Description
Schedule A Sub-Adviser Agreement dated July 1, 1996 between Allmerica
Investment Management Company, Inc. and Putnam Investment
Management, Inc.
Schedule B Investment companies with similar investment objectives to the
Select Growth Fund for which Putnam Investment Management, Inc.
provides investment advisory services, the amount of their net
assets as of December 31, 1995 and the annual rates of Putnam
Investment Management, Inc.'s fees for its services to such
companies.
7
<PAGE>
SCHEDULE A
SUB-ADVISER AGREEMENT
Sub-Adviser Agreement executed as of July 1, 1996 between ALLMERICA
INVESTMENT MANAGEMENT COMPANY, INC. (the "Manager"), and PUTNAM INVESTMENT
MANAGEMENT, 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 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 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"), as from time to time amended, as long as notice of such
amendments is delivered to the Sub-Adviser, 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
by written notice to the Sub-Adviser. The Sub-Adviser shall make its officers
and employees involved in portfolio management of the Funds 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 management facilities, including salaries of personnel required for
it to execute its duties faithfully, and (ii) administrative facilities directly
related to investment management, including clerical personnel and equipment
necessary for conduct of the investment affairs of each of the Funds. Except as
set forth in the immediately preceding sentence, the Sub-Adviser shall have no
responsibility for administration of the Funds, including but not limited to
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 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
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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, 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. The Manager understands that the
Sub-Adviser and its affiliates now act, will continue to act and may act in the
future as investment manager or advisers to fiduciary and other managed
accounts, and as investment manager or adviser to other investment companies,
including offshore entities or accounts, and the Manager has no objection to the
Sub-Adviser's so acting, provided that whenever a Fund and one or more other
investment companies or accounts managed or advised by the Sub-Adviser or
affiliates have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed to
be equitable to each company and account. The terms and provisions of such
formula shall be communicated in writing to the Trust. The Manager recognizes
that in some cases this procedure may adversely affect the size of the position
obtainable for a Fund. In addition, the Manager understands that the persons
employed by the Sub-Adviser to assist in the performance of the Sub-Adviser's
duties under this Agreement will not devote their full time to such service and
nothing contained in this Agreement shall be deemed to limit or restrict the
right of the Sub-Adviser or any affiliate of the Sub-Adviser to engage in and
devote time and attention to other 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
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 July 1, 1996, 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 a period of two years 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 1940 Act and the
rules and regulations thereunder.
A-2
<PAGE>
(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, in each case
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 dated July 1, 1992 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 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,
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.
A-3
<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 PUTNAM INVESTMENT MANAGEMENT, 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/ Edward T. Berger
Its: Vice President
PUTNAM INVESTMENT MANAGEMENT, INC.
__________________________________
By: /s/ Gordon H. Silver
Its: Senior Managing Director
Accepted and Agreed to as of the day and year first above written:
ALLMERICA INVESTMENT TRUST
__________________________________
By: /s/ Richard M. Reilly
Its: President & CEO
A-4
<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%
A-5
<PAGE>
SCHEDULE B
PUTNAM INVESTMENT MANAGEMENT, INC.
<TABLE>
<CAPTION>
Net Assets Annual
Investment Company as of June 30, 1996 Fee Rate
- ------------------ -------------------- --------
<S> <C> <C>
Putnam Investors Fund $ 1,250,000,000 0.65% on 1st $500 million of assets
0.55% on 2nd $500 million of assets
0.50% on 3rd $500 million of assets
0.45% on assets over $1.5 billion
Putnam Vista Fund $ 1,901,000,000 0.65% on 1st $500 million of assets
0.55% on 2nd $500 million of assets
0.50% on 3rd $500 million of assets
0.45% on assets over $1.5 billion
Putnam Capital Appreciation Fund $ 338,000,000 0.65% on 1st $500 million of assets
0.55% on 2nd $500 million of assets
0.50% on 3rd $500 million of assets
0.45% on assets over $1.5 billion
Putnam American Renaissance Fund $ 2,764,000 0.70% on 1st $500 million of assets
0.60% on 2nd $500 million of assets
0.55% on 3rd $500 million of assets
0.50% on assets over $1.5 billion
</TABLE>
A-6
SELECT GROWTH FUND
(A Series of Allmerica Investment Trust)
This solicitation is being made on behalf of the Board of
Trustees.
The undersigned contract owner by completing this form
does thereby appoint Richard M. Reilly, Thomas P. Cunningham
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 Fund, a series of
Allmerica Investment Trust, to be held at 10:00 a.m. on
September 18, 1996 at the office of Allmerica Investment
Management Company, Inc., 440 Lincoln Street, Worcester,
Massachusetts, and at any adjournment thereof.
TOTAL VOTES (EQUIVALENT SHARES) AS SHOWN BELOW
PLEASE VOTE, DATE, SIGN EXACTLY AS YOUR NAME
APPEARS BELOW AND RETURN THIS FORM IN THE
ENCLOSED SELF-ADDRESSED ENVELOPE.
Dated ______________________, 1996
NOTE: The undersigned hereby acknowledges receipt of
the Notice of Special Meeting and Proxy Statement, and
revokes any proxy heretofore given with respect to the votes
covered by this proxy.
_____________________________________________________
(Signature)
The interests represented by this proxy will be voted as
directed below, or if no direction is indicated, will be
voted FOR the proposal below. If a proxy is not received
from a particular contract owner, then the votes
attributable to his or her interest will be allocated in the
same ratio as votes for which instructions have been
received.
Please vote by filling in the appropriate box below, as
shown, using blue or black ink or dark pencil. Do not use
red ink.
Approval of new Sub-Adviser
Agreement between Allmerica
Investment Management Company, Inc.
and Putnam Investment Management,
Inc.
(as described in the Proxy
Statement).
F
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