ALLMERICA INVESTMENT TRUST, 485BPOS, 1997-04-28

ALLMERICA INVESTMENT TRUST
485BPOS, 1997-04-28

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<PAGE>

As filed with the Securities and Exchange Commission on April 28, 1997
File Nos. 811-4138 and 2-94067

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No.______ [_]

Post-Effective Amendment No. 33 [_]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 34

ALLMERICA INVESTMENT TRUST
--------------------------
(Name of Registrant)

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

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

(Names and Addresses of Agents for Service:)

George M. Boyd, Esq. Peter MacDougall, Esq.
Allmercia Financial Ropes & Gray
440 Lincoln Street One International Place
Worcester, MA 01653 Boston, Massachusetts 02110

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
- -----

X on (May 1, 1997) pursuant to paragraph (b)
- -----

60 days after filing pursuant to paragraph (a)(1)
- -----
on (date) pursuant to paragraph (a)(1)
- -----
75 days after filing pursuant to paragraph (a)(2)
- -----
on (date) pursuant to paragraph (a)(2) of rule 485.
- -----

If appropriate, check the following box:

X this post-effective amendment designates a new effective date for a
- -----
previously filed post-effective amendment.

<PAGE>

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
Registrant has registered an indefinite amount of its securities under the
Securities Act of 1933. The Rule 24f-2 Notice for Registrant's fiscal year ended
December 31, 1996 was filed on February 27, 1997.

2
<PAGE>

ALLMERICA INVESTMENT TRUST
Cross-Reference Sheet
<TABLE>
<CAPTION>

Item No. of Form N-1A Prospectus Caption
- --------------------- ------------------
<S> <C>
1 ................... Prospectus Cover Page

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

3 ................... Financial Highlights

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

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

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

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

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

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

5(f) ................ Not Applicable

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

5(h) ................ Not Applicable

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

6(c) and (d) ........ Not Applicable

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

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

7 ................... Sales and Redemptions to Shares

7(a) ................ Not Applicable

7(b) ................ How are Shares Valued?
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Item No. of Form N-1A Prospectus caption
- --------------------- -----------------
<S> <C>

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

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

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

9.................... Not Applicable

Caption in Statement of Additional Information
----------------------------------------------

10(a) and (b)........ Cover Page

11................... Table of Contents

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

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

13(b)................ Investment Restrictions

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

13(d)................ Portfolio Turnover

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

14(c)................ Management of Allmerica Investment Trust

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

15(c)................ Not Applicable

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

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

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

16(i)................ Not Applicable

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

17(d)................ Not Applicable
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Caption in Statement of Additional Information
----------------------------------------------
<S> <C>
17(e)..................... Not Applicable

18........................ Not Applicable

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

19(c)..................... Not Applicable

20 and 21................. Not Applicable

22........................ Performance

23........................ Financial Statements
</TABLE>

5
<PAGE>

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

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

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

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

This Prospectus sets forth concisely the information about the Trust that a
prospective investor ought to know before investing. Certain additional
information is contained in the Statement of Additional Information dated May 1,
1997 (the "SAI"), which has been filed with the Securities and Exchange
Commission, is incorporated herein by reference and is available upon request
without charge from the Trust, 440 Lincoln Street, Worcester, MA 01653, (508)
855-1000.

Investment in the Funds is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Money Market Fund will be able to
maintain a stable net asset value of $1.00 per share.

FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY DEPOSITORY
INSTITUTION. SHARES ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
("FDIC") OR ANY OTHER GOVERNMENTAL AGENCY, AND ARE SUBJECT TO VARIOUS RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

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

DATED MAY 1, 1997

__________________________
Allmerica Investment Trust
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
FINANCIAL HIGHLIGHTS ....................................................... 3
HOW ARE THE FUNDS MANAGED? ................................................. 10
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES? ........................... 11
Select Aggressive Growth Fund ......................................... 11
Select Capital Appreciation Fund ...................................... 12
Small-Mid Cap Value Fund .............................................. 13
Select International Equity Fund ...................................... 14
Select Growth Fund .................................................... 15
Growth Fund ........................................................... 16
Equity Index Fund ..................................................... 17
Select Growth and Income Fund ......................................... 18
Investment Grade Income Fund .......................................... 19
Government Bond Fund .................................................. 20
Money Market Fund ..................................................... 21
MANAGEMENT FEES AND EXPENSES ............................................... 22
FUND MANAGER INFORMATION ................................................... 25
HOW ARE SHARES VALUED? ..................................................... 28
TAXES AND DISTRIBUTIONS TO SHAREHOLDERS .................................... 28
SALE AND REDEMPTION OF SHARES .............................................. 29
HOW IS PERFORMANCE DETERMINED? ............................................. 29
ORGANIZATION AND CAPITALIZATION OF THE TRUST ............................... 30
INVESTMENT RESTRICTIONS .................................................... 30
CERTAIN INVESTMENT STRATEGIES AND POLICIES ................................. 31
APPENDIX ................................................................... 37
</TABLE>

__________________________
Allmerica Investment Trust 2
<PAGE>

FINANCIAL HIGHLIGHTS

The following Financial Highlights have been audited by Price Waterhouse LLP,
independent accountants of the Trust. This information should be read in
conjunction with the financial statements and notes thereto which appear in the
Policyowner's annual report for the year ended December 31, 1996 ("Annual
Report") and which are incorporated by reference in the Trust's SAI. Further
information about the performance of the Funds is contained in the Annual Report
which may be obtained without charge from the Trust, 440 Lincoln Street,
Worcester, MA 01653, (508) 855-1000.

__________________________
3 Allmerica Investment Trust
<PAGE>

- --------------------------------------------------------------------------------
ALLMERICA INVESTMENT TRUST
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS - For a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INCOME FROM INVESTMENT OPERATIONS LESS DISTRIBUTIONS
---------------------------------------------- ------------------------------------------------
NET REALIZED NET
NET AND DISTRIBUTIONS INCREASE
ASSET UNREALIZED DIVIDENDS FROM NET (DECREASE)
VALUE NET GAIN (LOSS) TOTAL FROM FROM NET REALIZED DISTRIBUTIONS TOTAL IN
YEAR ENDED BEGINNING INVESTMENT ON INVESTMENT INVESTMENT CAPITAL IN RETURN OF DISTRI- NET ASSET
DECEMBER 31, OF YEAR INCOME(2) INVESTMENTS OPERATIONS INCOME GAINS EXCESS CAPITAL BUTIONS VALUE
- ------------ --------- ---------- ------------ ---------- ---------- ----------- ------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECT AGGRESSIVE
GROWTH FUND/(1)/
1996 $ 1.848 $ (0.009) $ 0.351 $ 0.342 $ -- $ (0.153) $ -- $ -- $ (0.153) $ 0.189
1995 1.397 (0.001) 0.452 0.451 -- -- -- -- -- 0.451
1994 1.431 (0.002) (0.032) (0.034) -- -- -- -- -- (0.034)
1993 1.197 0.001 0.234 0.235 (0.001) -- -- -- (0.001) 0.234
1992 1.000 0.001 0.197 0.198 (0.001) -- -- -- (0.001) 0.197

SELECT CAPITAL
APPRECIATION FUND/(1)/
1996 1.369 (0.003) 0.124 0.121 -- (0.005) -- -- (0.005) 0.116
1995 1.000 (0.001) 0.397 0.396 -- (0.027) -- -- (0.027) 0.369

SMALL-MID CAP
VALUE FUND/(1)/
1996 1.238 0.011 0.342 0.353 (0.011) (0.069) -- -- (0.080) 0.273
1995 1.089 0.009 0.183 0.192 (0.009) (0.033) (0.001)(3) -- (0.043) 0.149
1994 1.170 0.005 (0.081) (0.076) (0.005) -- -- -- (0.005) (0.081)
1993 1.000 0.002 0.176 0.178 (0.002) (0.006) -- -- (0.008) 0.170

SELECT INTERNATIONAL
EQUITY FUND/(1)/
1996 1.136 0.011 0.238 0.249 (0.012) (0.003) (0.014)(4) -- (0.029) 0.220
1995 0.963 0.013 0.176 0.189 (0.011) (0.005) -- -- (0.016) 0.173
1994 1.000 0.003 (0.038) (0.035) (0.001) (0.001) -- -- (0.002) (0.037)

SELECT GROWTH FUND/(1)/
1996 1.369 0.005 0.297 0.302 (0.005) (0.236) -- -- (0.241) 0.061
1995 1.099 -- 0.270 0.270 -- -- -- -- -- 0.270
1994 1.119 0.003 (0.020) (0.017) (0.003) -- -- -- (0.003) (0.020)
1993 1.111 0.001 0.008 0.009 (0.001) -- -- -- (0.001) 0.008
1992 1.000 0.001 0.111 0.112 (0.001) -- -- -- (0.001) 0.111
</TABLE>

_________________________________________________
* Annualized
** Not Annualized
(A) Including reimbursements and reductions.
(B) Excluding reductions. Certain Portfolios have entered into varying
arrangements with brokers who reduced a portion of the Portfolio's
expenses.
(C) Excluding reimbursements and reductions.
(D) For fiscal years beginning on or after September 1, 1995, a Portfolio is
required to disclose its average commission rate per share for trades for
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.
(E) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.
(1) The Select Aggressive Growth Fund commenced operations on August 21, 1992.
The Select Capital Appreciation Fund commenced operations on April 28,
1995. The Small-Mid Cap Value Fund (formerly named the Small Cap Value
Fund) commenced operations on April 30, 1993 and changed investment Sub-
Adviser on January 1, 1997. The Select International Equity Fund commenced
operations on May 2, 1994. The Select Growth Fund commenced operations on
August 21,1992 and changed investment Sub-Adviser on July 1, 1996.
(2) Net investment income per share before reimbursement of fees by the
investment adviser or reductions were $0.000 in 1993 and $(0.001) in 1992
for Select Aggressive Growth Fund; $(0.001) in 1995 for Select Capital
Appreciation Fund; $0.010 in 1996, $0.005 in 1994 and $(0.001) in 1993 for
Small Cap Value Fund; $0.011 in 1996 and $0.002 in 1994 for Select
International Equity Fund; and $0.005 in 1996, $0.001 in 1993 and $0.000 in
1992 for Select Growth Fund.
(3) Distributions in excess of net realized capital gains.
(4) Distributions in excess of net investment income.

__________________________
Allmerica Investment Trust 4
<PAGE>

- --------------------------------------------------------------------------------
ALLMERICA INVESTMENT TRUST
- --------------------------------------------------------------------------------

Ratios/Supplemental Data
----------------------------------------------------------------
Ratios To Average Net Assets
--------------------------------------------------

<TABLE>
<CAPTION>
NET ASSET NET ASSETS
VALUE END OF NET PORTFOLIO AVERAGE
END OF TOTAL YEAR INVESTMENT OPERATING EXPENSES MANAGEMENT FEE TURNOVER COMMISSIONS
YEAR RETURN(E) (000'S) INCOME (A) (B) (C) GROSS NET RATE RATE(D)
--------- --------- ---------- ---------- ----- ----- ----- ----- ----- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 2.037 18.55% $ 407,442 (0.53)% 1.08% 1.08% 1.08% 1.00% 1.00% 113% $ 0.0597
1.848 32.28% 254,872 (0.07)% 1.09% -- 1.09% 1.00% 1.00% 104% --
1.397 (2.31)% 136,573 (0.21)% 1.16% -- 1.16% 1.00% 1.00% 100% --
1.431 19.51% 66,251 0.10% 1.19% -- 1.23% 1.00% 0.96% 76% --
1.197 19.85%** 9,270 0.34%* 1.35%* -- 1.88%* N/A N/A 33% --

1.485 8.80% 142,680 (0.32)% 1.13% 1.13% 1.13% 1.00% 1.00% 98% 0.0414
1.369 39.56%** 41,376 (0.25)%* 1.35%* -- 1.42%* 1.00%* 0.93%* 95% --

1.511 28.53% 113,969 0.91% 0.95% 0.97% 0.97% 0.85% 0.85% 20% 0.0497
1.238 17.60% 64,575 0.86% 1.01% -- 1.01% 0.85% 0.85% 17% --
1.089 (6.51)% 41,342 0.64% 1.08% -- 1.09% 0.85% 0.84% 4% --
1.170 17.74%** 12,731 0.52%* 1.22%* -- 2.03%* 0.85%* 0.04%* 8% --

1.356 21.94% 246,877 1.22% 1.20% 1.23% 1.23% 1.00% 1.00% 18% 0.0248
1.136 19.63% 104,312 1.68% 1.24% -- 1.24% 1.00% 1.00% 24% --
0.963 (3.49)%** 40,498 0.87%* 1.50%* -- 1.78%* 1.00%* 0.72%* 19% --

1.430 22.02% 228,551 0.38% 0.92% 0.93% 0.93% 0.85% 0.85% 159% 0.0457
1.369 24.59% 143,125 0.02% 0.97% -- 0.97% 0.85% 0.85% 51% --
1.099 (1.49)% 88,263 0.37% 1.03% -- 1.03% 0.85% 0.85% 55% --
1.119 0.84% 53,854 0.15% 1.05% -- 1.08% 0.85% 0.82% 65% --
1.111 11.25%** 9,308 0.40%* 1.20%* -- 1.72%* N/A N/A 3% --
</TABLE>

__________________________
5 Allmerica Investment Trust
<PAGE>

- --------------------------------------------------------------------------------
ALLMERICA INVESTMENT TRUST
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS - For a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GROWTH FUND/(1)/
1996 $ 2.176 $ 0.047 $ 0.386 $ 0.433 $ (0.048) $ (0.228) $ -- $ -- $ (0.276) $ 0.157
1995 1.814 0.049 0.539 0.588 (0.049) (0.177) -- -- (0.226) 0.362
1994 1.939 0.043 (0.041) 0.002 (0.043) (0.084) -- -- (0.127) (0.125)
1993 2.034 0.039 0.095 0.134 (0.039) (0.180) -- (0.010) (0.229) (0.095)
1992 1.976 0.034 0.105 0.139 (0.034) (0.047) -- -- (0.081) 0.058
1991 1.471 0.038 0.548 0.586 (0.039) (0.042) -- -- (0.081) 0.505
1990 1.558 0.041 (0.047) (0.006) (0.041) (0.040) -- -- (0.081) (0.087)
1989 1.308 0.043 0.289 0.332 (0.046) (0.036) -- -- (0.082) 0.250
1988 1.147 0.037 0.200 0.237 (0.037) (0.039) -- -- (0.076) 0.161
1987 1.308 0.035 0.011 0.046 (0.035) (0.172) -- -- (0.207) (0.161)

EQUITY INDEX FUND/(1)/
1996 1.827 0.035 0.370 0.405 (0.035) (0.032) -- -- (0.067) 0.338
1995 1.468 0.035 0.474 0.509 (0.035) (0.047) (0.002)(3) (0.066) (0.150) 0.359
1994 1.505 0.033 (0.018) 0.015 (0.033) (0.019) -- -- (0.052) (0.037)
1993 1.409 0.032 0.102 0.134 (0.031) (0.007) -- -- (0.038) 0.096
1992 1.354 0.030 0.066 0.096 (0.031) (0.010) -- -- (0.041) 0.055
1991 1.080 0.032 0.279 0.311 (0.032) (0.005) -- -- (0.037) 0.274
1990 1.000 0.009 0.080 0.089 (0.009) -- -- -- (0.009) 0.080

SELECT GROWTH AND
INCOME FUND/(1)/
1996 1.268 0.020 0.246 0.266 (0.020) (0.109) -- -- (0.129) 0.137
1995 1.027 0.019 0.290 0.309 (0.019) (0.049) -- -- (0.068) 0.241
1994 1.069 0.025 (0.018) 0.007 (0.025) (0.017) (0.007)(3) -- (0.049) (0.042)
1993 0.990 0.023 0.079 0.102 (0.023) -- -- -- (0.023) 0.079
1992 1.000 0.008 (0.009) (0.001) (0.008) (0.001) -- -- (0.009) (0.010)
</TABLE>

(1) The Equity Index Fund commenced operations on September 28, 1990. The
Select Growth and Income Fund commenced operations on August 21, 1992. The
Growth Fund changed Investment Sub-Adviser on April 1, 1988.

(2) Net investment income per share before reimbursement of fees by the
investment adviser or reductions were $0.046 in 1996 and $0.038 in 1993 for
Growth Fund; $0.031 in 1993, $0.028 in 1992, and $0.031 in 1991 for Equity
Index Fund; and $0.019 in 1996, and $0.023 in 1993 and $0.005 in 1992 for
Select Growth and Income Fund.
(3) Distributions in excess of net realized capital gains.

(4) Unaudited.

__________________________
Allmerica Investment Trust 6
<PAGE>

- --------------------------------------------------------------------------------
ALLMERICA INVESTMENT TRUST
- --------------------------------------------------------------------------------

Ratios/Supplemental Data
----------------------------------------------------------------
Ratios To Average Net Assets
--------------------------------------------------

<TABLE>
<CAPTION>
NET ASSET NET ASSETS
VALUE END OF NET PORTFOLIO AVERAGE
END OF TOTAL YEAR INVESTMENT OPERATING EXPENSES MANAGEMENT FEE TURNOVER COMMISSIONS
YEAR RETURN(E) (000'S) INCOME (A) (B) (C) GROSS NET RATE RATE(D)
--------- --------- ---------- ---------- ----- ----- ----- ----- ----- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 2.333 20.19% $ 556,751 2.04% 0.48% 0.51% 0.51% 0.44% 0.44% 72% $ 0.0576
2.176 32.80% 444,871 2.34% 0.54% -- 0.54% 0.46% 0.46% 64% --
1.814 0.16% 335,714 2.25% 0.56% -- 0.56% 0.48% 0.48% 46% --
1.939 6.66% 338,545 1.92% 0.54% -- 0.55% 0.49% 0.48% 42% --
2.034 7.11% 270,828 1.85% 0.58% -- 0.58% N/A N/A 19% --
1.976 40.44% 182,965 2.26% 0.57% -- 0.57% N/A N/A 24% --
1.471 (0.30)% 97,179 2.82% 0.60% -- 0.60% N/A N/A 39% --
1.558 25.64% 76,783 2.98% 0.71% -- 0.71% N/A N/A 33% --
1.308 20.80%(5) 52,439 2.93% 0.75% -- 0.75% N/A N/A 99% --
1.147 2.30%(5) 45,703 2.64% 0.43% -- 0.43% N/A N/A 28% --

2.165 22.30% 151,130 1.79% 0.46% 0.46% 0.46% 0.32% 0.32% 12% 0.0395
1.827 36.18% 90,889 1.96% 0.55% -- 0.55% 0.34% 0.34% 8% --
1.468 1.06% 52,246 2.25% 0.57% -- 0.57% 0.35% 0.35% 7% --
1.505 9.53% 42,842 2.28% 0.57% -- 0.63% 0.35% 0.29% 4% --
1.409 7.25% 22,393 2.47% 0.57% -- 0.75% N/A N/A 6% --
1.354 29.16% 9,700 2.73% 0.55% -- 0.64% N/A N/A 6% --
1.080 8.90%** 5,469 3.39%* 0.38%* -- 0.38%* N/A N/A 0.24% --

1.405 21.26% 295,638 1.44% 0.80% 0.83% 0.83% 0.75% 0.75% 78% 0.0563
1.268 30.32% 191,610 1.69% 0.85% -- 0.85% 0.75% 0.75% 112% --
1.027 0.73% 110,213 2.51% 0.91% -- 0.91% 0.75% 0.75% 107% --
1.069 10.37% 60,518 2.73% 0.99% -- 1.03% 0.75% 0.71% 25% --
0.990 (0.11)%** 7,302 3.20%* 1.10%* -- 2.37%* N/A N/A 4% --
</TABLE>

__________________________
Allmerica Investment Trust 7
<PAGE>

- --------------------------------------------------------------------------------
ALLMERICA INVESTMENT TRUST
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS - For a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INCOME FROM INVESTMENT OPERATIONS LESS DISTRIBUTIONS
---------------------------------------------- ------------------------------------------------
NET REALIZED NET
NET AND DISTRIBUTIONS INCREASE
ASSET UNREALIZED DIVIDENDS FROM NET (DECREASE)
VALUE NET GAIN (LOSS) TOTAL FROM FROM NET REALIZED DISTRIBUTIONS TOTAL IN
YEAR ENDED BEGINNING INVESTMENT ON INVESTMENT INVESTMENT CAPITAL IN RETURN OF DISTRI- NET ASSET
DECEMBER 31, OF YEAR INCOME(4) INVESTMENTS OPERATIONS INCOME GAINS EXCESS CAPITAL BUTIONS VALUE
- ------------ --------- ---------- ------------ ---------- ---------- ----------- ------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT GRADE
INCOME FUND/(1)/
1996 $ 1.117 $ 0.070 $ (0.033) $ 0.037 $ (0.070) $ -- $ -- $ -- $ (0.070) $ (0.033)
1995 1.012 0.071 0.106 0.177 (0.071) -- (0.001)(2) -- (0.072) 0.105
1994 1.111 0.066 (0.099) (0.033) (0.066) -- -- -- (0.066) (0.099)
1993 1.074 0.065 0.049 0.114 (0.065) (0.012) -- -- (0.077) 0.037
1992 1.085 0.075 0.013 0.088 (0.075) (0.024) -- -- (0.099) (0.011)
1991 1.004 0.080 0.081 0.161 (0.080) -- -- -- (0.080) 0.081
1990 1.011 0.083 (0.006) 0.077 (0.084) -- -- -- (0.084) (0.007)
1989 0.968 0.082 0.044 0.126 (0.083) -- -- -- (0.083) 0.043
1988 0.974 0.084 (0.006) 0.078 (0.084) -- -- -- (0.084) (0.006)
1987 1.095 0.089 (0.080) 0.009 (0.093) (0.037) -- -- (0.130) (0.121)

GOVERNMENT
BOND FUND/(1)/
1996 1.062 0.062 (0.026) 0.036 (0.062) -- -- -- (0.062) (0.026)
1995 0.997 0.062 0.066 0.128 (0.062) -- (0.001)(2) -- (0.063) 0.065
1994 1.070 0.063 (0.073) (0.010) (0.063) -- -- -- (0.063) (0.073)
1993 1.051 0.055 0.024 0.079 (0.055) (0.003) -- (0.002) (0.060) 0.019
1992 1.047 0.057 0.009 0.066 (0.057) (0.005) -- -- (0.062) 0.004
1991 1.000 0.022 0.051 0.073 (0.022) (0.004) -- -- (0.026) 0.047

MONEY MARKET
FUND
1996 1.000 0.052 -- 0.052 (0.052) -- -- -- (0.052) --
1995 1.000 0.057 -- 0.057 (0.057) -- -- -- (0.057) --
1994 1.000 0.039 -- 0.039 (0.039) -- -- -- (0.039) --
1993 1.000 0.030 -- 0.030 (0.030) -- -- -- (0.030) --
1992 1.000 0.037 -- 0.037 (0.037) -- -- -- (0.037) --
1991 1.000 0.060 -- 0.060 (0.060) -- -- -- (0.060) --
1990 1.000 0.078 -- 0.078 (0.078) -- -- -- (0.078) --
1989 1.000 0.086 -- 0.086 (0.086) -- -- -- (0.086) --
1988 1.000 0.071 -- 0.071 (0.071) -- -- -- (0.071) --
1987 1.000 0.061 -- 0.061 (0.061) -- -- -- (0.061) --
</TABLE>

__________________________________________________
* Annualized
** Not Annualized
(A) Including reimbursements and reductions.
(B) Excluding reductions. Certain Portfolios have entered into varying
arrangements with brokers who reduced a portion of the Portfolio's
expenses.
(C) Excluding reimbursements and reductions.
(D) For fiscal years beginning on or after September 1, 1995, a Portfolio is
required to disclose its average commission rate per share for trades for
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.
(E) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.
(1) The Government Bond Fund commenced operations on August 26, 1991.The
Investment Grade Income Fund was formerly known as Income Appreciation
Fund.
(2) Distributions in excess of net investment income.
(3) Unaudited.
(4) Net investment income per share before reimbursement of fees by the
investment adviser were $0.065 in 1993 for Investment Grade Income Fund;
$0.055 in 1993 and $0.056 in 1992 for Government Bond Fund; and $0.030 in
1993, $0.084(3) in 1988, and $0.076(3) in 1987 for Money Market Fund.

__________________________
Allmerica Investment Trust 8
<PAGE>

- --------------------------------------------------------------------------------
ALLMERICA INVESTMENT TRUST
- --------------------------------------------------------------------------------

Ratios/Supplemental Data
----------------------------------------------------------------
Ratios To Average Net Assets
--------------------------------------------------

<TABLE>
<CAPTION>
NET ASSET NET ASSETS
VALUE END OF NET PORTFOLIO AVERAGE
END OF TOTAL YEAR INVESTMENT OPERATING EXPENSES MANAGEMENT FEE TURNOVER COMMISSIONS
YEAR RETURN(E) (000'S) INCOME (A) (B) (C) GROSS NET RATE RATE(D)
--------- --------- ---------- ---------- ----- ----- ----- ----- ----- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 1.084 3.56% $157,327 6.50% 0.52% 0.52% 0.52% 0.40% 0.40% 108% $ --
1.117 17.84% 141,625 6.66% 0.53% -- 0.53% 0.41% 0.41% 126% --
1.012 (2.96)% 109,972 6.25% 0.58% -- 0.58% 0.42% 0.42% 129% --
1.111 10.80% 107,124 6.16% 0.54% -- 0.55% 0.45% 0.44% 55% --
1.074 8.33% 52,874 7.25% 0.59% -- 0.59% N/A N/A 71% --
1.085 16.75% 29,018 8.10% 0.60% -- 0.60% N/A N/A 52% --
1.004 8.02% 18,226 9.14% 0.56% -- 0.56% N/A N/A 5% --
1.011 13.52% 13,171 8.67% 0.78% -- 0.78% N/A N/A 4% --
0.968 8.20%(3) 8,951 8.57% 0.77% -- 0.77% N/A N/A 12% --
0.974 1.00%(3) 8,118 8.37% 0.55% -- 0.55% N/A N/A 54% --

1.036 3.51% 46,396 5.90% 0.66% 0.66% 0.66% 0.50% 0.50% 112% --
1.062 13.06% 45,778 5.91% 0.69% -- 0.69% 0.50% 0.50% 180% --
0.997 (0.88)% 42,078 5.60% 0.70% -- 0.70% 0.50% 0.50% 106% --
1.070 7.51% 77,105 5.51% 0.61% -- 0.62% 0.50% 0.49% 35% --
1.051 6.59% 33,689 6.13% 0.68% -- 0.69% N/A N/A 67% --
1.047 7.60%** 7,591 5.55%* 0.54%* -- 0.54%* N/A N/A 65% --

1.000 5.36% 217,256 5.22% 0.34% 0.34% 0.34% 0.28% 0.28% N/A --
1.000 5.84% 155,211 5.68% 0.36% -- 0.36% 0.29% 0.29% N/A --
1.000 3.93% 95,991 3.94% 0.45% -- 0.45% 0.31% 0.31% N/A --
1.000 3.00% 71,052 2.95% 0.42% -- 0.43% 0.32% 0.31% N/A --
1.000 3.78% 64,506 3.65% 0.44% -- 0.44% N/A N/A N/A --
1.000 6.22% 39,909 5.98% 0.43% -- 0.43% N/A N/A N/A --
1.000 8.17% 28,330 8.22% 0.42% -- 0.42% N/A N/A N/A --
1.000 9.07% 12,060 8.62% 0.58% -- 0.58% N/A N/A N/A --
1.000 7.30%(3) 7,156 7.13% 0.60% -- 0.71% N/A N/A N/A --
1.000 6.20%(3) 4,726 6.14% 0.60% -- 0.75% N/A N/A N/A --
</TABLE>

--------------------------
9 Allmerica Investment Trust
<PAGE>

HOW ARE THE FUNDS MANAGED?

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

The Manager is an indirect, wholly-owned subsidiary of Allmerica Financial
Corporation ("AFC"), a Delaware holding company for a group of affiliated
companies, the largest of which is First Allmerica, a life insurance company
organized in Massachusetts in 1844. The Manager, organized August 19, 1985, also
serves as manager of the Allmerica Funds, an open-end investment company. The
Manager and AFC are located at 440 Lincoln Street, Worcester, Massachusetts
01653.

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

RogersCasey provides consulting services to pension plans representing over
$300 billion in total assets and, in its consulting capacity, monitors the
investment performance of over 1,000 investment advisers. From time to time,
specific clients of RogersCasey and the Sub-Advisers will be named in sales
materials. At times, RogersCasey assists in the development of asset allocation
strategies which may be used by shareholders in the diversification of their
portfolios across different asset classes.

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

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

________________________________
* CRM Advisors, LLC assumed sub-adviser responsibilities from David L. Babson
& Co. Inc. on January 1, 1997.
** Putnam Investment Management, Inc. assumed sub-adviser responsibilities
from Provident Investment Counsel on July 1, 1996.

__________________________
Allmerica Investment Trust 10
<PAGE>

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

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

WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES?

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

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

SELECT AGGRESSIVE GROWTH FUND

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

Sub-Adviser: Nicholas-Applegate Capital Management, L.P. ("NACM") serves as
Sub-Adviser to the Select Aggressive Growth Fund. NACM is an investment manager
supervising accounts with approximately $32 billion in total assets as of
December 31, 1996. NACM's clients are primarily major corporate employee benefit
funds, public employee retirement plans, foundations and endowment funds,
investment companies and individuals. Founded in 1984, NACM is located at 600
West Broadway, Suite 2900, San Diego, California 92101.

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

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

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

__________________________

11 Allmerica Investment Trust
<PAGE>

than is the case for the market as a whole, and the net asset value of a share
of the Fund may fluctuate significantly. Consequently, the Fund should not be
considered suitable for investors who are unable or unwilling to assume the risk
of loss inherent in an aggressive growth portfolio, nor should investment in the
Fund be considered a balanced or complete investment program.

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

The Fund may also invest up to 25% of its assets in foreign securities (not
including its investments in American Depositary Receipts ("ADRs")).

For the fiscal year ended December 31, 1996, the portfolio turnover rate for
the Fund was 113%. The portfolio turnover rate was the result of the
Sub-Adviser's investment approach which typically results in above-average
portfolio turnover as securities are sold when the Sub-Adviser believes the
reasons for their initial purchase are no longer valid or when it believes that
the sale of a security owned by the Fund and the purchase of another security
can enhance return. A security may be sold to avoid a prospective decline in
market value or purchased in anticipation of a market rise. Portfolio turnover
rates may vary greatly from year to year. A high portfolio turnover rate will
likely result in greater brokerage costs to the Fund.

SELECT CAPITAL APPRECIATION FUND

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

Sub-Adviser: Janus Capital Corporation ("JCC") serves as Sub-Adviser to the
Select Capital Appreciation Fund. JCC has served as investment adviser to the
Janus Fund since 1969 and currently serves as investment adviser to all of the
Janus retail funds, as well as adviser or sub-adviser to other mutual funds and
individual, corporate, charitable, and retirement accounts. Kansas City Southern
Industries, Inc., a publicly-traded holding company whose primary subsidiaries
are engaged in transportation and financial services, owns approximately 83% of
the outstanding stock of JCC. As of December 31, 1996, JCC had approximately $47
billion in total assets under management. JCC is located at 100 Fillmore Street,
Denver, Colorado 80206-4923.

Investment Policies: The Fund invests in common stocks when the Sub-Adviser
believes that the relevant market environment favors profitable investing in
those securities. The Fund pursues its objective normally by investing at least
50% of its equity assets in securities issued by medium-sized companies.
Medium-sized companies are those whose market capitalizations fall within the
range of companies in the S&P MidCap 400 Index (the "MidCap Index"). Companies
whose capitalization falls outside this range after the Fund's initial purchase
continue to be considered medium-sized companies for the purpose of this policy.
As of December 31, 1996, the MidCap Index included companies with
capitalizations between approximately $500 million to $10 billion. The range of
the MidCap Index is expected to change on a regular basis. Subject to the above
policy, the Fund may also invest in smaller or large issuers. Common stock
investments are selected in industries and companies that the Sub-Adviser
believes are experiencing favorable demand for their products and services and
which operate in a favorable competitive environment and regulatory climate. The
Sub-Adviser's analysis and selection process focuses on stocks with earnings
growth potential that may not be recognized by the market. Such securities are
selected solely for their capital growth potential; investment income is not a
consideration. Medium-sized companies may suffer more significant losses as well
as realize more substantial growth than larger issuers; thus, investments in
such companies tend to be more volatile and somewhat speculative.

__________________________
Allmerica Investment Trust 12
<PAGE>

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

Although the Fund normally invests primarily in common stocks, the Fund's cash
position may increase when the Sub-Adviser is unable to locate investment
opportunities with desirable risk/reward characteristics. The Fund also may
invest in preferred stocks, warrants, government securities, corporate bonds and
debentures, high-grade commercial paper, certificates of deposit, other debt
securities or repurchase agreements or reverse repurchase agreements when the
Sub-Adviser perceives an opportunity for capital growth from such securities or
so that the Fund may receive a return on its idle cash. The Fund also may invest
up to 35% of its assets in such lower-rated securities commonly known as "junk
bonds." Fixed-income securities rated in the fourth highest grade by Moody's
Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Service, a
division of McGraw-Hill Companies, Inc. ("S&P") (Baa and BBB, respectively) are
investment grade but are considered to have some speculative characteristics.
Lower-rated securities or "junk bonds" (rated Ba/BB or lower) involve the risks
discussed under "Certain Investment Strategies and Policies." When the Fund
invests in such securities, investment income will increase and may constitute a
large portion of the return realized by the Fund and the Fund probably will not
participate in market advances or declines to the extent that it would if it
remained fully invested in common stocks. Up to 15% of the Fund's assets may be
invested in securities which are illiquid because they are subject to
restriction on resale or for which market quotations are not readily available.

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

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

For the fiscal year ended December 31, 1996, the portfolio turnover rate for
the Fund was 98%. The portfolio turnover rate for the Fund may vary from year to
year.

SMALL-MID CAP VALUE FUND

Investment Objective: The Small-Mid Cap Value Fund seeks long-term growth of
capital by investing primarily in a diversified portfolio of common stocks of
small and mid-size companies, whose securities at the time of purchase are
considered by the Sub-Adviser to be undervalued.

Sub-Adviser: CRM Advisors, LLC ("CRM"), an affiliate of Cramer Rosenthal
McGlynn, Inc. ("Cramer Rosenthal") serves as Sub-Adviser to the Small-Mid Cap
Value Fund. Founded in 1973, Cramer Rosenthal and its affiliates currently have
over $2.5 billion in assets under management and provide investment advice to
individuals, state and local government agencies, pension and profit sharing
plans, trusts, estates, endowments and other organizations. The Sub-Adviser
provides advisory and sub-advisory services to mutual funds with approximately
$100 million under

__________________________

13 Allmerica Investment Trust
<PAGE>

management. Cramer Rosenthal is wholly owned by its active investment
professionals. The Sub-Adviser is located at 520 Madison Avenue, New York, New
York 10022.

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

1.price relative to cash flow;
2.price relative to earnings;
3.price relative to sales; and
4.price relative to assets as measured by book value.

The Small-Mid Cap Value Fund generally intends to invest at least 65% of its
total assets in stocks of companies with market capitalization between $200
million and $5 billion at the time of purchase and which are listed on a
national or regional exchange or over-the-counter with prices quoted daily in
the financial press. The Fund at times may invest temporarily in preferred
stocks, bonds or other defensive issues. Normally, however, the Fund will
maintain at least 80% of the portfolio in common stocks. There are no
restrictions or guidelines regarding the investment of Fund assets in shares
listed on an exchange or traded over-the-counter. The Fund may invest up to 25%
of its assets in foreign securities (not including its investments in ADRs).

The Small-Mid Cap Value Fund seeks investment opportunities in companies whose
stocks are trading at attractive valuations relative to the market as a whole.
The most attractive of these companies often exist among those securities which
have been out of favor, where Wall Street coverage is limited, and where there
is a degree of misunderstanding or neglect resulting in low expectations. Value
investing may reduce downside risk while offering potential for capital
appreciation as a company gains favor among other investors and its stock price
rises. The portfolio normally will be diversified among different industry
sectors, but is not an index approach. Stocks are bought as investments and
generally held for the long term, rather than as active trading vehicles.

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

The Fund may invest up to 15% of its assets in illiquid securities, including
restricted securities (as defined in its investment restrictions). Certain
restricted securities determined by the Trustees to be liquid are not subject to
the 15% limitation. See "Certain Investment Strategies and Policies - Restricted
Securities."

For the fiscal year ended December 31, 1996, the portfolio turnover rate for
the Fund was 20%. The portfolio turnover rate for the Fund may vary from year to
year.

SELECT INTERNATIONAL EQUITY FUND

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

Sub-Adviser: Bank of Ireland Asset Management (U.S.) Limited ("BIAM") serves as
Sub-Adviser for the Select International Equity Fund. BIAM is an indirect,
wholly-owned subsidiary of Bank of Ireland. Its main offices are at 26
Fitzwilliam Place, Dublin 2, Ireland. Its U.S. offices are at Two Greenwich
Plaza, Greenwich, CT 06830. Bank of Ireland provides investment management
services through a network of affiliated companies, including BIAM which
represents North American clients. As of December 31, 1996, Bank of Ireland
managed approximately $21 billion in global securities for Irish,
United Kingdom, European, Australian, South African, Canadian, and U.S.
clients.

__________________________
Allmerica Investment Trust 14
<PAGE>

Investment Policies: To achieve its objective, the Select International Equity
Fund will invest primarily in common stocks of established non-U.S. companies.
Under normal market conditions, at least 65% of the Fund's total assets will be
invested in the securities of companies domiciled in at least five foreign
countries, not including the United States. The Fund may also acquire
fixed-income debt securities. It will do so, at the discretion of BIAM,
primarily for defensive purposes. The Fund may invest up to 15% of its assets in
securities which are illiquid because they are subject to restriction on resale
or for which market quotations are not readily available.

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

For the fiscal year ended December 31, 1996, the portfolio turnover rate for
the Fund was 18%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

SELECT GROWTH FUND

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

Sub-Adviser: Putnam Investment Management, Inc. ("Putnam"), One Post Office
Square, Boston, Massachusetts 02109, serves as Sub-Adviser to the Select Growth
Fund. Putnam has been an investment manager since 1937. As of December 31, 1996,
Putnam had assets under management of approximately $173 billion. Putnam is a
wholly-owned subsidiary of Putnam Investments, Inc., a holding company 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.

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

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

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

__________________________
15 Allmerica Investment Trust
<PAGE>

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

When the Sub-Adviser determines that market conditions warrant a temporary,
defensive position, the Fund may invest without limitation in high-grade,
fixed-income securities; U.S. Government securities; or hold assets in cash or
cash equivalents. To the extent the Fund is so invested it is not achieving its
objective to the same degree as under normal conditions. For hedging purposes,
the Fund may engage in the options and futures strategies described under
"Certain Investment Strategies and Policies."

The Select Growth Fund's objective of seeking long-term growth of capital
means that its assets generally will be subject to greater risk than may be
involved in investing in securities that are not selected for growth potential.
The Fund may invest up to 15% of its assets in securities which are illiquid
because they are subject to restriction on resale or for which market quotations
are not readily available. The Fund may also invest up to 25% of its assets in
foreign securities (not including its investments in ADRs).

For the fiscal year ended December 31, 1996, the portfolio turnover rate for
the Fund was 159%. The Fund experienced such a rate of turnover due to a new
sub-adviser assuming responsibility for the Fund on July 1, 1996 and
subsequently repositioning the portfolio. The portfolio turnover rate for the
Fund may vary greatly from year to year.

GROWTH FUND

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

Sub-Adviser: Miller Anderson & Sherrerd, LLP ("MAS") serves as Sub-Adviser for
the Growth Fund. MAS, which is wholly owned by Morgan Stanley Asset Management
Holdings, Inc., is located at One Tower Bridge, West Conshohocken, Pennsylvania
19428. Morgan Stanley Group, Inc., an indirect parent of MAS, and Dean Witter,
Discover & Co. have announced a merger agreement which is expected to be
consummated in mid-1997 and is subject to certain closing conditions. MAS
provides investment counseling services to employee benefit plans, endowment
funds, foundations, and other institutional investors and had over $41 billion
in assets under management as of December 31, 1996. MAS is the adviser of the
MAS Funds, a registered investment company offering investment alternatives to
institutional clients with a minimum initial investment of $1 million. MAS also
manages certain assets for First Allmerica and its affiliates.

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

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

__________________________
Allmerica Investment Trust 16
<PAGE>

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

The Growth Fund may invest in both listed and unlisted securities. The Growth
Fund also may invest in foreign as well as domestic securities. The Fund may
invest up to 25% of its assets in foreign securities (not including its
investments in ADRs). The Growth Fund will not concentrate its foreign
investments in any particular foreign country, or limit its investments to
issuers listed on particular exchanges or traded in particular money market
centers. Investments in foreign securities carry additional risks not present in
domestic securities. See "Certain Investment Strategies and Policies." The
Sub-Adviser will consider these and other factors before investing and will not
cause the Growth Fund to invest in foreign securities unless, in its opinion,
such investments will meet the standards and objectives of the Growth Fund.

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

For the fiscal year ended December 31, 1996, the portfolio turnover rate for
the Fund was 72%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

EQUITY INDEX FUND

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

Sub-Adviser: Allmerica Asset Management, Inc. ("AAM") serves as Sub-Adviser to
the Equity Index Fund as well as the Investment Grade Income Fund, Government
Bond Fund, and Money Market Fund, other series of the Trust. AAM, an indirect,
wholly-owned subsidiary of AFC, was incorporated in 1993 and is located at 440
Lincoln Street, Worcester, Massachusetts 01653. As of December 31, 1996, AAM had
approximately $11 billion in assets under management. AAM serves as investment
adviser to First Allmerica's General Account and to a number of affiliated
insurance companies and other affiliated accounts, and as Adviser to Allmerica
Securities Trust, a diversified, closed-end management investment company.

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

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

__________________________
17 Allmerica Investment Trust
<PAGE>

The Equity Index Fund will invest only in those stocks, and in such amounts,
as its Sub-Adviser determines to be necessary or appropriate for the Fund to
approximate the performance of the S&P 500. Under normal circumstances, it is
expected that the Fund will hold between 300 and 500 different stocks included
in the S&P 500. The Fund may compensate for the omission of a stock that is
included in the S&P 500, or for purchasing stocks in other than the same
proportions that they are represented in the S&P 500, by purchasing stocks that
are believed to have characteristics that correspond to those of the omitted
stocks. The Fund may invest in short-term debt securities to maintain liquidity
or pending investment in stocks. The Fund may engage in the options and futures
strategies described under "Certain Investment Strategies and Policies." The
Fund also may invest up to 25% of its assets in foreign securities (not
including its investments in ADRs).

Because of its policy of tracking the S&P 500, the Equity Index Fund is not
managed according to traditional methods of active investment management, which
involve the buying and selling of securities based upon investment analysis of
economic, financial, and market factors. Consequently, the projected adverse
financial performance of a company normally would not result in the sale of the
company's stock and projected superior financial performance by a company
normally would not lead to an increase in the holdings of the company. From time
to time, the Sub-Adviser may make adjustments in the portfolio because of cash
flows, mergers, changes in the composition of the S&P 500, and other similar
reasons. Portfolio turnover is expected to be lower than that of most investment
funds investing in common stock. For the fiscal year ended December 31, 1996,
the portfolio turnover rate for the Fund was 12%.

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

Tracking error is measured by the difference between total return for the S&P
500 with dividends reinvested and total return for the Fund with dividends
reinvested after deductions of transaction and operating expenses. For the 12
months ended December 31, 1996, the S&P 500 gained 22.96% versus a gain of
22.83% for the Equity Index Fund producing a tracking error of 0.13% before
advisory and administrative fees. Tracking error is monitored by the Sub-Adviser
on a regular basis. All tracking error deviations are reviewed to determine the
effectiveness of investment policies and techniques. If the tracking error
deviation exceeds industry standards for the Fund's asset size, the Sub-Adviser
will bring the deviation to the attention of the Trustees.

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

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

SELECT GROWTH AND INCOME FUND

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

__________________________
Allmerica Investment Trust 18
<PAGE>

Sub-Adviser: John A. Levin & Co., Inc. ("JAL"), One Rockefeller Plaza, 25th
Floor, New York, New York 10020, serves as Sub-Adviser to the Select Growth and
Income Fund. JAL was founded as a Delaware corporation in 1982 and is
wholly owned by Baker, Fentress & Company, a non-diversified closed-end
management investment company registered under the 1940 Act. JAL had
approximately $6.5 billion in assets under management as of December 31, 1996.
JAL's clients include U.S. and foreign individuals and their related trust and
charitable organizations, pooled funds for individuals and university
endowments, and pension and profit sharing funds.

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

The Fund may invest up to 15% of its assets in securities which are illiquid
because they are subject to restriction on resale or for which market quotations
are not readily available. The Fund may also invest up to 25% of its assets in
foreign securities (not including its investments in ADRs).

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

For the fiscal year ended December 31, 1996, the portfolio turnover rate for
the Fund was 78%. The portfolio turnover rate for the Fund may vary greatly from
year to year.

INVESTMENT GRADE INCOME FUND

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

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

__________________________
19 Allmerica Investment Trust
<PAGE>

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

Money Market Instruments:

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

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

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

(d) Cash and cash equivalents.

Debt Securities:

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

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

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

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

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

The Fund may not invest in foreign securities other than obligations issued by
the Government of Canada and political sub-divisions thereof.

For the fiscal year ended December 31, 1996, the portfolio turnover rate for
the Fund was 108%. The portfolio turnover rate exceeded 100% due to mortgage
rolls. The portfolio turnover rate for the Fund may vary greatly from year to
year. A high portfolio turnover rate may result in greater brokerage costs to
the Fund.

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

GOVERNMENT BOND FUND

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

__________________________
Allmerica Investment Trust 20
<PAGE>

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

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

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

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

U.S. Government securities may be purchased or sold without regard to the
length of time they have been held to attempt to take advantage of short-term
differentials in yields, with the objective of seeking income while conserving
capital. While short-term trading increases portfolio turnover, the Government
Bond Fund incurs little or no brokerage costs for U.S. Government securities.
For the fiscal year ended December 31, 1996, the portfolio turnover rate for the
Fund was 112%.

MONEY MARKET FUND

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

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

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

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

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

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

__________________________
21 Allmerica Investment Trust
<PAGE>

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

(e) Cash and cash equivalents.

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

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

MANAGEMENT FEES AND EXPENSES

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

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

<TABLE>
<CAPTION>
EQUITY SELECT GROWTH INVESTMENT GOVERNMENT MONEY
INDEX AND INCOME GRADE INCOME BOND MARKET
FUND FUND FUND FUND FUND
------ ------------- ------------ ---------- ------
<S> <C> <C> <C> <C> <C>
Manager Fee (2) 0.75% (2) 0.50% (2)

- --------------------------
</TABLE>

___________________________
Allmerica Investment Trust 22
<PAGE>

(1) The Manager's fee for the Small-Mid Cap Value Fund, computed daily at
an annual rate based on the average daily net assets of the Fund, is
based on the following schedule:

<TABLE>
<CAPTION>
ASSETS FEE RATE
------ --------
<S> <C>
First $100 Million .................... 1.00%
Next $150 Million ..................... 0.85%
Next $250 Million ..................... 0.80%
Next $250 Million ..................... 0.75%
Over $750 Million ..................... 0.70%
</TABLE>

The Manager voluntarily has agreed to limit its fees to an annual rate of
0.90% of average daily net assets until further notice.

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

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

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

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

23 Allmerica Investment Trust
<PAGE>

(4) For its services, CRM will receive a fee computed daily at an annual rate
based on the average daily net assets of the Small-Mid Cap Value Fund,
under the following schedule:

<TABLE>
<CAPTION>
ASSETS RATE
------ -----
<S> <C>
First $100 Million ................... 0.60%
Next $150 Million .................... 0.50%
Next $250 Million .................... 0.40%
Next $250 Million .................... 0.375%
Over $750 Million .................... 0.35%
</TABLE>

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

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

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

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

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

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

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

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

__________________________
Allmerica Investment Trust 24
<PAGE>

For the fiscal year ended December 31, 1996, each Fund paid the Manager gross
fees before reimbursement at a rate based on the Fund's average daily net
assets, under the following schedule:

<TABLE>
<CAPTION>
FUND RATE
---- ----
<S> <C>
Select Aggressive Growth Fund......................... 1.00%
Select Capital Appreciation Fund...................... 1.00%
Small-Mid Cap Value Fund.............................. 0.85%
Select International Equity Fund...................... 1.00%
Select Growth Fund.................................... 0.85%
Growth Fund........................................... 0.44%
Equity Index Fund..................................... 0.32%
Select Growth and Income Fund......................... 0.75%
Investment Grade Income Fund.......................... 0.40%
Government Bond Fund.................................. 0.50%
Money Market Fund..................................... 0.28%
</TABLE>

The following table shows voluntary expense limitations which the Manager has
declared for each Fund and the operating expenses incurred for the fiscal year
ended December 31, 1996 for each Fund:

<TABLE>
<CAPTION>
PERCENTAGE OF AVERAGE DAILY ASSETS
------------------------------------
VOLUNTARY EXPENSE OPERATING
FUND LIMITATIONS EXPENSES+
---- ----------------- ---------
<S> <C> <C>
Select Aggressive Growth Fund........... 1.35% 1.08%
Select Capital Appreciation Fund........ 1.35% 1.13%
Small-Mid Cap Value Fund................ 1.25% 0.95%
Select International Equity Fund........ 1.50% 1.20%
Select Growth Fund...................... 1.20% 0.92%
Growth Fund............................. 1.20% 0.48%
Equity Index Fund....................... 0.60% 0.46%
Select Growth and Income Fund........... 1.10% 0.80%
Investment Grade Income Fund............ 1.00% 0.52%
Government Bond Fund.................... 1.00% 0.66%
Money Market Fund....................... 0.60% 0.34%
</TABLE>

__________________________________________

+Including reductions such as directed brokerage credits. See "Brokerage
Allocation - Directed Brokerage Program" in the SAI.

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

FUND MANAGER INFORMATION

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

The following individuals have served as members of a committee of fund
managers for the SELECT AGGRESSIVE

__________________________
25 Allmerica Investment Trust
<PAGE>

GROWTH FUND since March 1994, with the exception of Mr. Nicholas who has served
as a fund manager since the Fund's inception in August 1992:

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

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

John J. Kane, Senior Portfolio Manager, U.S. Systematic at NACM, has
twenty-eight years of economic/investment experience. Prior to joining NACM in
1994, Mr. Kane was employed by ARCO Investment Management Company and General
Electric Company.

Mark W. Stuckelman, Portfolio Manager, U.S. Systematic, joined NACM in 1995.
Prior to joining NACM, he was employed for five years with Wells Fargo Bank's
Investment Management Group, Fidelity Management Trust Co., and BARRA, Inc..

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

James P. Goff joined JCC in 1988. He has managed the Janus Enterprise Fund
since 1992 and co-managed the Janus Venture Fund from December 1993 to January
1997. Mr. Goff is a Chartered Financial Analyst.

The following individuals have served as fund managers for the SMALL-MID CAP
VALUE FUND SINCE January 1, 1997:

Ronald H. McGlynn, Chief Executive Officer and President of Cramer Rosenthal,
has been with Cramer Rosenthal since 1973 and CRM since its founding in 1995.
He has 29 years of investment experience and serves as Co-Chief Investment
Officer and Portfolio Manager.

Jay B. Abramson, who is an Executive Vice President, Director of Research, and
Co-Chief Investment Officer, has been with Cramer Rosenthal since 1985 and CRM
since its founding in 1995 and has overall responsibility for investment
research.

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

Christopher Reilly, Chief Investment Officer, joined Bank of Ireland in 1980
and has had overall responsibility for asset management since 1985.
Previously, he worked in the United Kingdom in stockbrokering and investment
management.

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

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

__________________________
Allmerica Investment Trust 26
<PAGE>

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

The following individuals have served as members of a committee of fund
managers for the SELECT GROWTH FUND since July 1, 1996:

Carol C. McMullen, Managing Director, has been an investment professional with
Putnam since 1995. Prior to 1995, Ms. McMullen was Senior Vice President of
Baring Asset Management.

Beth Cotner, Senior Vice President, has been with Putnam since 1995. Prior to
1995, Ms. Cotner was Executive Vice President at Kemper Financial Services.

Manual Weiss, Senior Vice President, has been an investment professional with
Putnam since 1987.

The following individuals serve as members of a committee of fund managers
for the GROWTH FUND:

Gary G. Schlarbaum, Equity Portfolio Manager, joined MAS in 1987 and has
served on the committee since 1993. Prior to 1987, Mr. Schlarbaum was employed
by First Chicago Investment Advisors from 1984 to 1987. Prior to First
Chicago, Mr. Schlarbaum held teaching positions at Purdue University and the
University of Pennsylvania.

Arden C. Armstrong, Partner at MAS, joined the firm in 1985. Prior to joining
MAS, Mr. Armstrong was employed by Evans Economics, Inc. He is a Chartered
Financial Analyst.

Nicholas Kovich, Equity Portfolio Manager, joined MAS in 1988 and has served
on the committee since the Fund's inception in April 1988. Prior to MAS, Mr.
Kovich was employed by Waddell & Reed Asset Management Company from 1982 to
1988 as an Investment Research Analyst and as Assistant Vice President and
Portfolio Manager.

Robert J. Marcin is a partner at MAS. Prior to joining MAS in 1988, Mr. Marcin
was an Account Executive at Smith Barney Harris Upham and Company, Inc. He is
also a Chartered Financial Analyst.

Kurt A. Feuerman, Managing Director, joined MAS in 1994. Prior to joining MAS,
Mr. Feuerman was a Managing Director at Morgan Stanley Asset Management. Mr.
Feuerman was also employed by Morgan Stanley & Company from 1990 to 1992.

James J. Jolinger, Equity Portfolio Manager, joined MAS in 1994 and has served
on the committee since 1997. Prior to 1994, Mr. Jolinger was employed by
Oppenheimer Capital as an Equity Analyst from 1987 to 1994.

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

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

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

__________________________
27 Allmerica Investment Trust
<PAGE>

Jeffrey A. Kigner, Executive Vice President, has been with JAL since 1984.
Prior to 1984, Mr. Kigner was employed by Cralin & Co.

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

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

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

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

The following individual has served as fund manager for the EQUITY INDEX FUND
and MONEY MARKET FUND since March 1995:

John C. Donohue, Assistant Vice President of AAM, was a portfolio manager at
CS First Boston Investment Management prior to joining AAM in 1995.

HOW ARE SHARES VALUED?

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

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

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

TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

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

__________________________
Allmerica Investment Trust 28
<PAGE>

investors in the Separate Accounts which are invested in the Trust are described
in the prospectuses for such Accounts.

SALE AND REDEMPTION OF SHARES

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

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

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

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

HOW IS PERFORMANCE DETERMINED?

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

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

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

__________________________
29 Allmerica Investment Trust
<PAGE>

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

ORGANIZATION AND CAPITALIZATION OF THE TRUST

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

The Trust has an unlimited authorized number of shares of beneficial interest
which may be divided into an unlimited number of series of such shares, and
which are divided presently into twelve series of shares, one series underlying
each Fund. The Trust's shares are entitled to one vote per share (with
proportional voting for fractional shares). The rights accompanying Fund shares
are vested legally in the Separate Accounts. As a matter of policy, however,
holders of variable premium life insurance or variable annuity contracts funded
through the Separate Accounts have the right to instruct the Separate Accounts
as to voting Fund shares on all matters to be voted on by Fund shareholders.
Voting rights of the participants in the Separate Accounts are set forth more
fully in the prospectuses or offering circular relating to those Accounts. See
"Organization of the Trust" in the SAI for the definition of a "majority vote"
of shareholders.

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

FUND RECORDKEEPING AGENT

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

CUSTODIAN

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

INVESTMENT RESTRICTIONS

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

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

__________________________
Allmerica Investment Trust 30
<PAGE>

teed as to principal or interest by the United States Government or any agency
or instrumentality thereof) or acquire more than 10% of the voting securities of
any issuer. The remaining 25% of assets (other than for the Money Market Fund)
may be invested in the securities of one or more issuers without regard to such
limitations.

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

CERTAIN INVESTMENT STRATEGIES AND POLICIES

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

Each Fund may invest in repurchase agreements, under which the Fund acquires
ownership of a security (ordinarily U.S. Government securities) but the seller
agrees at the time of sale to purchase the security at a mutually agreed upon
time and price. Should any seller of a repurchase agreement fail to repurchase
the underlying security, or should any seller become insolvent or involved in a
bankruptcy proceeding, a Fund could incur disposition costs and losses.
Repurchase agreements maturing in more than seven days are subject to the 15%
limit (10% for the Money Market Fund) on illiquid securities.

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

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

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

LENDING OF SECURITIES (APPLICABLE TO ALL FUNDS)

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

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

__________________________
31 Allmerica Investment Trust
<PAGE>

and the potential for restrictions on the flow of international capital. Foreign
securities also involve currency risks. Accordingly, the relative strength of
the U.S. dollar may be an important factor in the performance of the Fund,
depending on the extent of the Fund's foreign investments. Some foreign
securities exchanges may not be as developed or efficient as those in the U.S.
and securities traded on foreign securities exchanges generally are subject to
greater price volatility. There is also the possibility of adverse changes in
investment or exchange control regulations, expropriation or confiscatory
taxation, and limitations on the removal of funds or other assets. Investments
in emerging countries involve exposure to economic structures that are generally
less diverse and mature than in the U.S., and to political systems which may be
less stable. In addition, securities of issuers located in emerging countries
may have limited marketability and may be subject to more abrupt or erratic
price fluctuations.

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

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

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

The Investment Grade Income Fund may not invest in foreign securities other
than obligations issued by the Government of Canada and political subdivisions
thereof.

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

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

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

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

__________________________
Allmerica Investment Trust 32
<PAGE>

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

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

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

RESTRICTED SECURITIES (APPLICABLE TO THE SELECT AGGRESSIVE GROWTH FUND, SELECT
CAPITAL APPRECIATION FUND, SMALL-MID CAP VALUE FUND, SELECT INTERNATIONAL EQUITY
FUND, SELECT GROWTH FUND, SELECT GROWTH AND INCOME FUND AND SELECT INCOME
FUND)

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

INVESTMENTS IN MONEY MARKET SECURITIES (APPLICABLE TO ALL FUNDS)

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

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

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

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

__________________________
33 Allmerica Investment Trust
<PAGE>

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

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

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

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

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

The Funds may purchase asset-backed securities, which represent a
participation in, or are secured by and payable from, a stream of payments
generated by particular assets, frequently a pool of assets similar to one
another. Assets generating such payments include instruments such as motor
vehicle installment purchase obligations, credit card receivables, and home
equity loans. Payment of principal and interest may be guaranteed for certain
amounts and time periods by a letter of credit issued by a financial institution
unaffiliated with the issuer of the securities. The estimated life of an
asset-backed security varies with the prepayment experience of the underlying
debt instruments. The rate of such prepayments, and hence the life of the
asset-backed security, will be primarily a function of current market rates,
although other economic and demographic factors will be involved. Under certain
interest rate and prepayment rate scenarios, the Funds may fail to recoup fully
their investment in asset-backed securities. The Investment Grade Income Fund
and Government Bond Fund will not invest more than 20% of its total assets in
asset-backed securities. The Select Income Fund will not invest more than 10% of
its total assets in asset-backed securities.

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

__________________________
Allmerica Investment Trust 34
<PAGE>

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

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

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

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

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

Ginnie Mae REMIC Certificates guarantee the full and timely payment of
interest and principal on each class of securities (in accordance with the terms
of those classes). This Ginnie Mae guarantee is backed by the full faith and
credit of the United States of America.

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

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

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

__________________________
35 Allmerica Investment Trust
<PAGE>

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

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

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

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

__________________________
Allmerica Investment Trust 36
<PAGE>

APPENDIX

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

Commercial Paper Ratings

Moody's employs three designations, all judged to be investment grade, to
indicate the relative repayment capacity of rated issuers. The two highest
designations are as follows:

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

- Leading market positions in well-established industries.

- High rates of return on funds employed.

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

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

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

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

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

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

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

MUNICIPAL OBLIGATIONS

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

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

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

__________________________
37 Allmerica Investment Trust
<PAGE>

A short-term rating also may be assigned on an issue having a demand feature.
Such ratings will be designated as VMIG to reflect such characteristics as
payment upon periodic demand rather than fixed maturity dates and payment
relying on external liquidity. Additionally, investors should be alert to the
fact that the source of payment may be limited to the external liquidity with no
or limited legal recourse to the issuer in the event that demand is not met.
VMIG-1 and VMIG-2 ratings carry the same definitions as MIG-1 and MIG-2,
respectively.

DESCRIPTION OF MOODY'S BOND RATINGS

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

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

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

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

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

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

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

DESCRIPTION OF S&P'S DEBT RATINGS

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

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

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

__________________________
Allmerica Investment Trust 38
<PAGE>

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

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

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

__________________________
39 Allmerica Investment Trust
<PAGE>

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

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

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

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

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

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

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

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

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

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

This Prospectus sets forth concisely the information about the Trust that a
prospective investor ought to know before investing. Certain additional
information is contained in the Statement of Additional Information dated May 1,
1997 (the "SAI"), which has been filed with the Securities and Exchange
Commission, is incorporated herein by reference and is available upon request
without charge from Allmerica Investments, Inc. ("Distributor"), 440 Lincoln
Street, Worcester, MA 01653, (508) 855-1000.

Investment in the Funds is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Money Market Fund will be able
to maintain a stable net asset value of $1.00 per share.

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

DATED MAY 1, 1997

__________________________
Allmerica Investment Trust
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
FINANCIAL HIGHLIGHTS ....................................................... 3
HOW ARE THE FUNDS MANAGED? ................................................. 8
WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES? ........................... 9
Select Aggressive Growth Fund ........................................... 9
Select Capital Appreciation Fund ........................................ 10
Select International Equity Fund ........................................ 11
Select Growth Fund ...................................................... 12
Select Growth and Income Fund ........................................... 13
Select Income Fund ...................................................... 14
Money Market Fund ....................................................... 15
MANAGEMENT FEES AND EXPENSES ............................................... 16
FUND MANAGER INFORMATION ................................................... 19
HOW ARE SHARES VALUED? ..................................................... 20
TAXES AND DISTRIBUTIONS TO SHAREHOLDERS .................................... 21
SALE AND REDEMPTION OF SHARES .............................................. 21
HOW IS PERFORMANCE DETERMINED? ............................................. 22
ORGANIZATION AND CAPITALIZATION OF THE TRUST ............................... 22
INVESTMENT RESTRICTIONS .................................................... 23
CERTAIN INVESTMENT STRATEGIES AND POLICIES ................................. 23
APPENDIX ................................................................... 30
</TABLE>

__________________________
Allmerica Investment Trust 2
<PAGE>

FINANCIAL HIGHLIGHTS

__________________________
3 Allmerica Investment Trust
<PAGE>

- --------------------------------------------------------------------------------
ALLMERICA INVESTMENT TRUST
- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS - For a Share Outstanding Throughout Each Year
- --------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SELECT AGGRESSIVE
GROWTH FUND(1)
1996 $ 1.848 $ (0.009) $ 0.351 $ 0.342 $ -- $ (0.153) $ -- $ -- $ (0.153) $ 0.189
1995 1.397 (0.001) 0.452 0.451 -- -- -- -- -- 0.451
1994 1.431 (0.002) (0.032) (0.034) -- -- -- -- -- (0.034)
1993 1.197 0.001 0.234 0.235 (0.001) -- -- -- (0.001) 0.234
1992 1.000 0.001 0.197 0.198 (0.001) -- -- -- (0.001) 0.197

SELECT CAPITAL
APPRECIATION FUND(1)
1996 1.369 (0.003) 0.124 0.121 -- (0.005) -- -- (0.005) 0.116
1995 1.000 (0.001) 0.397 0.396 -- (0.027) -- -- (0.027) 0.369

SELECT INTERNATIONAL
EQUITY FUND(1)
1996 1.136 0.011 0.238 0.249 (0.012) (0.003) (0.014)(4) -- (0.029) 0.220
1995 0.963 0.013 0.176 0.189 (0.011) (0.005) -- -- (0.016) 0.173
1994 1.000 0.003 (0.038) (0.035) (0.001) (0.001) -- -- (0.002) (0.037)

SELECT GROWTH AND
INCOME FUND(1)
1996 1.268 0.020 0.246 0.266 (0.020) (0.109) -- -- (0.129) 0.137
1995 1.027 0.019 0.290 0.309 (0.019) (0.049) -- -- (0.068) 0.241
1994 1.069 0.025 (0.018) 0.007 (0.025) (0.017) (0.007)(3) -- (0.049) (0.042)
1993 0.990 0.023 0.079 0.102 (0.023) -- -- -- (0.023) 0.079
1992 1.000 0.008 (0.009) (0.001) (0.008) (0.001) -- -- (0.009) (0.010)
</TABLE>

_________________________________________________

* Annualized
** Not Annualized
(A) Including reimbursements and reductions.
(B) Excluding reductions. Certain Portfolios have entered into varying
arrangements with brokers who reduced a portion of the Portfolio's
expenses.
(C) Excluding reimbursements and reductions.
(D) For Fiscal years beginning on or after September 1, 1995, a Portfolio is
required to disclose its average commission rate per share for trades for
which commissions are charged. This rate generally does not reflect mark-
ups, mark-downs, or spreads on shares traded on a principal basis.
(E) Total Return does not reflect fees charged at the Separate Account level.
Refer to the Prospectus of the specific insurance product for such fee
information.
(1) The Select Aggressive Growth Fund and Select Growth and Income Fund
commenced operations on August 21, 1992. The Select Capital Appreciation
Fund commenced operations on April 28, 1995. The Select International
Equity Fund commenced operations on May 2, 1994. The Select Growth Fund
commenced operations on August 21,1992 and changed Investment Sub-Adviser
on July 1, 1996.
(2) Net investment income per share before reimbursement of fees by the
investment adviser or reductions were $0.000 in 1993 and $(0.001) in 1992
for Select Aggressive Growth Fund; $(0.001) in 1995 for Select Capital
Appreciation Fund; $0.011 in 1996 and $0.002 in 1994 for Select
International Equity Fund; and $0.005 in 1996, $0.001 in 1993 and $0.000 in
1992 for Select Growth Fund; and $0.019 in 1996, $0.023 in 1993 and $0.005
in 1992 for Select Growth and Income Fund.
(3) Distributions in Excess of net realized capital gains.
(4) Distributions in Excess of net investment income.