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:
[ x ] Preliminary Proxy Statement
[ ] 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 9, 1996. . . . . . . . .
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G:\SHARED\3RDPARTY\ALLMERIC\PROXY\1996\091896\14A.DOC
G:\SHARED\3RDPARTY\ALLMERIC\PROXY\1996\091896\14A.DOC
ALLMERICA INVESTMENT TRUST
440 Lincoln Street
Worcester, MA 01653
August 29, 1996
Dear Shareholder:
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 Shareholder 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 is enclosed for this purpose.
We look forward to seeing you at the Meeting or
receiving your proxy so your shares may be voted at
the Meeting.
Sincerely yours,
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.
SELECT GROWTH FUND
OF
ALLMERICA INVESTMENT TRUST
440 Lincoln Street
Worcester, Massachusetts 01653
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
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
SELECT GROWTH FUND
OF
ALLMERICA INVESTMENT TRUST
440 Lincoln Street
Worcester, Massachusetts 01653
PROXY STATEMENT
The enclosed proxy is solicited by and on behalf of
the Board of Trustees of Allmerica Investment Trust (the
"Trust") in connection with a Special Meeting (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.
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 Allmerica Investment Management Company,
Inc. ("AIMCO") and Putnam Investment Management, Inc.
("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 completion 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 self-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 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 or by vote
of a majority of the outstanding voting securities of the
Fund 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 for
Putnam Management are made with a view to achieving their
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.
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 annual
meetings of Shareholders, and the Fund does not currently
intend to hold such a meeting in 1996. 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.
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
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.
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 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.
(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.
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
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 l,
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%
SCHEDULE B
PUTNAM INVESTMENT MANAGEMENT, INC.
Net Assets Annual
Investment Company as of June 30, 1996 Fee Rate
Putnam
Investors
Fund
$
1
,
2
5
0
,
0
0
0
,
0
0
0
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
,
9
0
1
,
0
0
0
,
0
0
0
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
$
3
3
8
,
0
0
0
,
0
0
0
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
,
7
6
4
,
0
0
0
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
g:\shared\3rdparty\allmeric\proxy\1996\091896\draft2.doc
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
O
R
A
G
A
I
N
S
T
A
B
S
T
A
I
N
g:\shared\3rdparty\allmerica\proxy\PXCRD896.DOC
