<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. _____________)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[x] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Allmerica Investment Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ALLMERICA INVESTMENT TRUST: SMALL-MID CAP VALUE FUND
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
-----------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
-----------------------------------------
To the Shareholders:
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting")
of the Small-Mid Cap Value Fund (the "Fund"), a separate series of Allmerica
Investment Trust (the "Trust"), will be held at the offices of the Trust at 440
Lincoln Street, Worcester, Massachusetts 01653 at 10:00 a.m., local time, on
Tuesday, December 30, 1997. At the Meeting, you and the other shareholders will
be asked to consider and vote:
1. To approve or disapprove a new Sub-Adviser Agreement between Allmerica
Investment Management Company, Inc. and Cramer Rosenthal McGlynn, LLC relating
to the Fund, as set forth in Exhibit I to the attached Proxy Statement; and
2. To transact such other business as may properly come before the Meeting,
or any adjournment thereof.
Shareholders of record as of the close of business on November 6, 1997, are
entitled to notice of, and to vote at, the Meeting. Your attention is called to
the accompanying Proxy Statement.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD.
If you do attend the Meeting, you may revoke the Proxy and vote in person.
By order of the Trustees
George M. Boyd
Secretary
Worcester, MA
December 5, 1997
<PAGE>
ALLMERICA INVESTMENT TRUST: SMALL-MID CAP VALUE FUND
440 LINCOLN STREET
WORCESTER, MASSACHUSETTS 01653
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 30, 1997
The enclosed Proxy is solicited on behalf of the Trustees of Allmerica
Investment Trust, a Massachusetts business trust (the "Trust"), to be voted at a
Special Meeting (the "Meeting") of Shareholders of the Small-Mid Cap Value Fund
(the "Fund"), a separate series of the Trust, to be held at the offices of the
Trust, 440 Lincoln Street, Worcester, MA 01653 at 10:00 a.m., local time, on
Tuesday, December 30, 1997 for the purposes set forth in the accompanying
Notice. (The Board of Trustees of the Trust has voted to change the name of the
Fund to the Select Value Opportunity Fund, such change to become effective on or
about February 1, 1998.) The mailing date of this Proxy Statement is on or
about December 5, 1997. At the Meeting, the Shareholders of the Fund will be
asked:
1. To approve or disapprove a new Sub-Adviser Agreement (the "New Sub-
Adviser Agreement") between Allmerica Investment Management Company,
Inc. ("AIMCO") and Cramer Rosenthal McGlynn, LLC (the "New Sub-
Adviser") relating to the Fund, as set forth in Exhibit I to this Proxy
Statement; and
2. To transact such other business as may properly come before the Meeting,
or any adjournment thereof.
A Shareholder may revoke the accompanying Proxy at any time prior to its
use by filing with the Secretary of the Trust a written revocation or duly
executed Proxy bearing a later date. The Proxy will not be voted if the
Shareholder is present at the Meeting and elects to vote in person. Attendance
at the Meeting alone will not serve to revoke the Proxy.
<PAGE>
In addition to the solicitation of Proxies by mail, officers and employees
of the Trust, without additional compensation, may solicit Proxies in person or
by telephone. The costs associated with such solicitation and the Meeting will
be borne by the New Sub-Adviser and not by the Fund or the Trust.
The Trust will furnish, without charge, a copy of the most recent Annual
and Semi-Annual Reports to the Shareholders of the Fund. Requests should be
directed to the Trust at 440 Lincoln Street, Worcester, Massachusetts 01653 or
by calling (800) 533-7881.
The Trust's investment manager is AIMCO, an indirect wholly-owned
subsidiary of Allmerica Financial Corporation ("AFC"), a publicly-traded
Delaware holding company for a group of affiliated companies, the largest of
which is First Allmerica Financial Life Insurance Company ("First Allmerica").
The address of AIMCO, AFC and First Allmerica is 440 Lincoln Street, Worcester,
MA 01653. First Data Investor Services Group, Inc., a wholly-owned subsidiary
of First Data Corporation, calculates net asset value per share, maintains
general accounting records and performs certain administrative services for the
Trust. Its address is 4400 Computer Drive, Westborough, MA 01581.
The shares of the Fund may be purchased only by separate accounts
("Separate Accounts") established by First Allmerica or Allmerica Financial Life
Insurance and Annuity Company ("Allmerica Financial Life"), an indirect wholly-
owned subsidiary of AFC, for the purpose of funding variable annuity contracts
and variable life insurance policies (such contracts and policies are referred
to hereafter as "Contracts") issued by First Allmerica or Allmerica Financial
Life.
2
<PAGE>
Subject to certain exceptions with respect to unregistered Separate
Accounts, First Allmerica and Allmerica Financial Life, however, will vote the
shares of the Fund held in each Separate Account in accordance with instructions
received from variable life insurance policy owners and variable annuity
contract owners or participants (collectively, "Contract Owners") with respect
to all matters on which Fund Shareholders are entitled to vote. Except when
otherwise permitted by applicable law or regulation, interests in Contracts for
which no Proxies are received will be voted in proportion to the Proxy
instructions which are received from Contract Owners. First Allmerica and
Allmerica Financial Life also will vote shares in a registered Separate Account
that they own and which are not attributable to Contracts in the same
proportion. As of the close of business on November 6, 1997, there were
103,548,929.538 shares of the Fund outstanding.
The persons named in the accompanying Proxy will vote in each case as
directed by the Proxy, but in the absence of such voting directions they intend
to vote FOR each proposal and may vote in their discretion with respect to other
matters not now known to the Board of Trustees that may be presented at the
Meeting.
All information contained in this Proxy Statement about the New Sub-Adviser
and the Transactions (as defined herein) has been provided by CRM Advisors, LLC,
the Fund's current Sub-Adviser ("CRM" or the "Current Sub-Adviser").
3
<PAGE>
PROPOSAL NO. 1
APPROVAL OR DISAPPROVAL OF A NEW SUB-ADVISER AGREEMENT
BETWEEN ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC. AND CRAMER ROSENTHAL
MCGLYNN, LLC RELATING TO
THE SMALL-MID CAP VALUE FUND
BACKGROUND
Shareholders of the Fund are being asked to approve the New Sub-Adviser
Agreement between AIMCO and the New Sub-Adviser. CRM, an affiliate of Cramer
Rosenthal McGlynn, Inc. ("Cramer Rosenthal"), serves as the Current Sub-Adviser
to the Fund pursuant to a Sub-Adviser Agreement dated April 1, 1997 (the
"Current Sub-Adviser Agreement").
On October 31, 1997, CRM, Cramer Rosenthal and the individuals owning all
of the equity interests in CRM and Cramer Rosenthal entered into various
agreements with WT Investments, Inc. ("WTI"), an indirect, wholly-owned
subsidiary of Wilmington Trust Corporation ("WTC"), pursuant to which (i) the
owners of CRM will transfer, directly or indirectly, all of their limited
liability company interests in CRM to the New Sub-Adviser and Cramer Rosenthal
will transfer substantially all of its assets to the New Sub-Adviser with the
result that such individuals and Cramer Rosenthal together will own an aggregate
76% interest in the New Sub-Adviser, and (ii) WTI will acquire a 24% interest in
the New Sub-Adviser (collectively, the "Transactions").
The Board of Trustees recommends that Shareholders of the Fund approve the
New Sub-Adviser Agreement. The New Sub-Adviser Agreement will replace the
Current Sub-Adviser Agreement between AIMCO and CRM. Your approval is being
sought because the Transactions
4
<PAGE>
may constitute an "assignment" (as defined in the Investment Company Act of 1940
(the "1940 Act") of the Current Sub-Adviser Agreement, resulting in its
automatic termination.
The Transactions are expected to be completed on or about January 2, 1998.
The Transactions are subject to several conditions, and if not met, the
Transactions may not occur. In the event the Transactions do not occur, the
Current Sub-Adviser Agreement, with the Current Sub-Adviser, would not terminate
and the Current Sub-Adviser could continue to render advisory services to the
Fund. If the Fund's Shareholders approve the New Sub-Adviser Agreement and the
Transactions are completed, the New Sub-Adviser Agreement will become effective
on such completion date, and Cramer Rosenthal McGlynn, LLC will become the Sub-
Adviser of the Fund.
CRM and the New Sub-Adviser have advised the Fund that they anticipate no
change in the investment management and other personnel in connection with the
Transactions, that the same people who currently manage the Fund will continue
to manage it under the New Sub-Adviser Agreement and that there will be no
material changes in the investment philosophy, policies or strategies relating
to the management of the Fund. In addition, the terms of the New Sub-Adviser
Agreement will be substantially the same as the terms of the Current Sub-Adviser
Agreement, which was last approved by the Fund's shareholders at a Special
Meeting held on March 18, 1997, and the advisory fees paid by the Fund will
remain the same. Neither CRM nor the New Sub-Adviser anticipate that the
Transactions will cause any reduction in the quality of services now provided to
the Fund, or have any adverse effect on the New Sub-Adviser's ability to fulfill
its obligations to the Fund.
5
<PAGE>
SUMMARY OF TRANSACTIONS LEADING TO THE NEW SUB-ADVISER AGREEMENT
Gerald B. Cramer, Ronald H. McGlynn, Edward J. Rosenthal, Fred M. Filoon,
Jay B. Abramson, Arthur J. Pergament and Eugene A. Trainor III (each a
"Principal" and collectively, the "Principals") together own all of the
outstanding limited liability company interests in CRM, the Current Sub-Adviser
of the Fund, and all of the outstanding common shares of Cramer Rosenthal, a
registered investment adviser under the Investment Advisers Act of 1940. On
October 31, 1997, the Principals, Cramer Rosenthal, CRM and the New Sub-Adviser
entered into various agreements with WTI pursuant to which the Principals will
transfer, directly or indirectly, all of their liability company interests in
CRM to the New Sub-Adviser, Cramer Rosenthal will transfer substantially all of
its assets to the New Sub-Adviser and WTI will acquire a 24% interest in the New
Sub-Adviser. The Principals and Cramer Rosenthal together will own 76% of the
New Sub-Adviser.
These transactions, which are expected to be consummated on or about
January 2, 1998, are subject to various conditions, among which are (i) the
approval of the New Sub-Adviser Agreement by the Fund's shareholders; (ii) the
consent of advisory clients of Cramer Rosenthal; and (iii) completion of
necessary filings and receipt of government approvals. Following the
Transactions, CRM will be merged into the New Sub-Adviser or liquidated, and if
the Fund shareholders approve the New Sub-Adviser Agreement, Cramer Rosenthal
McGlynn, LLC will become the Sub-Adviser to the Fund.
The limited liability company agreement governing the New Sub-Adviser
grants each of
6
<PAGE>
the Principals, directly or indirectly, the right to put their limited liability
company interests in the New Sub-Adviser to WTC at a price equal to the then
current fair market value of such limited liability company interests. The
agreement limits the amount of puts that may be exercised in any one year. The
agreement also grants to certain employees, including the Principals, options to
purchase up to 22% of the limited liability company interests in the New Sub-
Adviser at fair market value. If these options were exercised, WTI's ownership
interest would be 18.72%.
CRM has informed the Fund that the provisions limiting the exercise of puts
by the Principals, and granting options to purchase additional interests in the
New Sub-Adviser, are primarily designed to provide incentives to certain key
employees of CRM to continue their association with the New Sub-Adviser.
In addition, the limited liability company agreement also (i) requires WTC
to purchase at fair market value the limited liability company interests of any
Principal, and the limited liability company interest of Cramer Rosenthal
attributable to any such Principal, who dies, becomes disabled or retires at a
specified age; and (ii) gives WTC the option to purchase the limited liability
company interest of any Principal, and the limited liability company interest of
Cramer Rosenthal attributable to such Principal, whose employment with the New
Sub-Adviser is otherwise terminated, or who has exercised puts in excess of more
than 50% of his highest direct and indirect interest in the New Sub-Adviser.
If, in the future, WTI, WTC or their affiliates acquire additional limited
liability company interests in the New Sub-Adviser (as a result of the exercise
of puts or otherwise) WTI and its affiliates may own a controlling block (as
defined in the 1940 Act), or have actual control, of the New Sub-Adviser.
7
<PAGE>
Section 15(f) of the 1940 Act provides that, when a change in the control
of an investment adviser or sub-adviser to an investment company occurs, the
investment adviser or any of its affiliated persons may receive any amount or
benefit in connection therewith as long as two conditions are satisfied. First,
no "unfair burden" may be imposed on the investment company as a result of the
transaction relating to the change of control, or any express or implied terms,
conditions or understandings applicable thereto. As defined in the 1940 Act,
the term "unfair burden" includes any arrangement during the two year period
after the change in control whereby the investment adviser (or predecessor or
successor adviser), and any interested person of any such adviser, receives or
is entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from, or on behalf of the
investment company (other than fees for bona fide brokerage and principal
underwriting services). No such compensation arrangements are contemplated in
the Transactions. CRM, Cramer Rosenthal and the New Sub-Adviser have agreed to
use their best efforts to ensure that the Transactions will not cause the
imposition of an unfair burden on the Fund.
The second condition is that, during the three year period immediately
following consummation of the Transactions at least 75% of an investment
company's board of trustees must not be "interested persons" of the investment
adviser of the investment company or the predecessor investment adviser within
the meaning of the 1940 Act. AIMCO and CRM believe that this condition is
satisfied if at least 75% of the Trustees are not "interested persons" of CRM,
8
<PAGE>
the New Sub-Adviser or any of their affiliates. At present, none of the
Trustees is an "interested person" of CRM, the New Sub-Adviser or any of their
affiliates.
The Transactions described above may be deemed to constitute an assignment
(as that term is defined in the 1940 Act) of the Current Sub-Adviser Agreement
in effect between AIMCO and CRM. The Current Sub-Adviser Agreement provides for
its automatic termination in the event of an assignment. Therefore, the New
Sub-Adviser Agreement between AIMCO and the New Sub-Adviser is being proposed
for approval by Shareholders of the Fund. The New Sub-Adviser Agreement was
approved by the Trust's Board of Trustees, including a majority of the Trustees
who were not "interested" parties to the New Sub-Adviser Agreement, at a meeting
held on November 21, 1997.
If the New Sub-Adviser Agreement is approved by the Fund's shareholders, it
will remain in effect, unless earlier terminated, for an initial term expiring
two years from the date of effectiveness and will continue in effect thereafter
for successive periods of one year thereafter, provided that each such
continuance is specifically approved at least annually (i) by the Trust's Board
of Trustees or by the affirmative vote of a majority of the outstanding voting
securities of the Fund, and (ii) by a vote of a majority of the Trustees who are
not parties to the New Sub-Adviser Agreement or interested persons of any such
party (other than as Trustees of the Trust).
If the Shareholders of the Fund do not approve the New Sub-Adviser
Agreement before the consummation of the Transactions described above, and such
Transactions are consummated, the Trustees of the Trust would obtain interim
sub-advisory services for the Fund from another investment advisory
organization. Thereafter, the Trustees would either negotiate a new sub-
adviser agreement for the Fund with a sub-adviser selected by the Trustees or
make other
9
<PAGE>
appropriate arrangements, in either event subject to approval by the
Shareholders of the Fund.
COMPARISON OF THE NEW SUB-ADVISER AGREEMENT AND THE CURRENT SUB-ADVISER
AGREEMENT
The Current Sub-Adviser Agreement was last approved by the Trustees,
including the Trustees who are not "interested persons," at a meeting of the
Board of Trustees on May 13, 1997. Except for the different effective and
termination dates, the terms of the New Sub-Adviser Agreement are the same in
all material respects to the terms of the Current Sub-Adviser Agreement. The New
Sub-Adviser Agreement is attached to this Proxy Statement as Exhibit I, and the
description of the New Sub-Adviser Agreement set forth in this Proxy Statement
is qualified in its entirety by reference to Exhibit I.
The New Sub-Adviser Agreement provides that the New Sub-Adviser, in return
for its fee, and subject to the control and supervision of the Trustees of the
Trust and in conformance with (i) the provisions of the Agreement and
Declaration of Trust and Bylaws of the Trust, (ii) the investment objectives and
policies of the Fund, as set forth in the Trust's current Registration Statement
filed with the Securities and Exchange Commission, (iii) any applicable federal
and state laws, and (iv) with other policies which the Trustees of the Trust or
AIMCO may from time to time determine and which are furnished to the Sub-
Adviser, will manage the investment and reinvestment of assets of the Fund. In
this regard, it is the responsibility of the New Sub-Adviser to make investment
decisions for the Fund and to place all orders for the purchase and sale of
portfolio securities. The New Sub-Adviser Agreement states that the New Sub-
Adviser, at its expense, will furnish (i) all investment and management
facilities,
10
<PAGE>
including salaries of personnel, necessary to perform the duties set forth in
the Agreement, and (ii) administrative facilities, including clerical personnel
and equipment necessary for the conduct of the investment affairs of the Fund
(excluding brokerage expenses and pricing and bookkeeping services).
The New Sub-Adviser Agreement shall remain in full force and effect for a
period of two years and shall continue in full force and effect for successive
periods of one year thereafter, but only so long as such continuance is
specifically approved at least annually (i) by the Trustees or by the
affirmative vote of a majority of the outstanding voting securities of the Fund,
and (ii) by a vote of a majority of the Trustees who are not interested persons
of the Trust or of AIMCO or of any Sub-Adviser, by vote cast in person at a
meeting called for the purpose of voting on such approval. The New Sub-Adviser
Agreement may be terminated, without the payment of any penalty, by AIMCO,
subject to the approval of the Trustees, by vote of the Trustees, or by vote of
a majority of the outstanding voting securities of the Fund at any annual or
special meeting or by the Sub-Adviser, in each case on 60 days' written notice.
As required by the 1940 Act, the New Sub-Adviser Agreement will terminate
automatically, without the payment of any penalty, in the event of its
assignment. It also will terminate in the event that the Management Agreement
between the Trust and AIMCO shall have terminated for any reason.
The New Sub-Adviser Agreement provides that, in the absence of (i) willful
misfeasance, bad faith or gross negligence on the part of the New Sub-Adviser,
or (ii) reckless disregard by the New Sub-Adviser of its obligations and duties
under the New Sub-Adviser Agreement, the New Sub-Adviser shall not be liable to
the Trust or the Fund, or to any Shareholder of the Fund, for any act or
omission in the course of, or connected with, rendering services under the New
Sub-Adviser Agreement.
11
<PAGE>
SUB-ADVISORY FEES
Under the Current Sub-Adviser Agreement, CRM receives from the Manager a
sub-advisory fee computed daily and paid quarterly at an annual rate of the
average daily net assets of the Fund as described below:
<TABLE>
<CAPTION>
Net Assets Fee 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>
Since January 1, 1997, the date CRM was appointed Sub-Adviser of the Fund, AIMCO
has paid CRM $589,698 in sub-advisory fees. The fee payable under the New Sub-
Adviser Agreement following approval by Shareholders will be the same as the fee
under the Current Sub-Adviser Agreement.
INFORMATION ABOUT THE NEW SUB-ADVISER
The New Sub-Adviser is a limited liability company organized under the laws
of the State of Delaware on September 23, 1997, located at 707 Westchester
Avenue, White Plains, New York 10604. It will operate as a successor registered
investment adviser under the Investment Advisers Act of 1940 pursuant to the
current registrations of Cramer Rosenthal and CRM and after the Transactions are
completed it will file an application to become a registered investment adviser.
Although, as a new entity, the New Sub-Adviser has no previous experience
managing an investment company, the principal shareholders and portfolio
managers of the New Sub-Adviser
12
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have a total of more than 180 years' experience in portfolio management of
investment companies through CRM and of private investment accounts through
Cramer Rosenthal, which has managed investments in small and mid capitalization
companies for over 24 years. As of this date, Cramer Rosenthal has over $3.5
billion in assets under management. CRM presently serves, and the New Sub-
Adviser will serve, as investment adviser and sub-adviser, respectively, for two
other investment companies, the CRM Small Cap Value Fund and the Pilgrim America
Masters Mid Cap Value Fund.
The New Sub-Adviser will be managed by a board of managers, consisting of
five managers. Certain Principals, individually and collectively, Cramer
Rosenthal and WTI will have the right to designate managers depending upon each
party's percent of ownership interest in the New Sub-Adviser. The remaining
managers will be elected by majority vote of the members of the New Sub-Adviser.
Initially, the board of managers of the New Sub-Adviser is expected to consist
of Messrs. Cramer and McGlynn, one designee of WTI and two other individuals
selected by Cramer Rosenthal. If WTI or its affiliates acquire a majority of the
limited liability company interests of the New Sub-Adviser as a result of the
exercise of the options described above, WTI will be able to elect a majority of
the board of managers.
The agreements leading to the establishment of the New Sub-Adviser do not
contemplate any changes in the sub-advisory services, or the personnel providing
those services, to the Fund.
WTC is a bank and thrift holding company organized under the General
Corporation Law of Delaware. WTC holds all of the outstanding capital stock of
Wilmington Trust Company, a Delaware chartered bank and trust company engaged in
commercial and trust banking activities since 1903. WTC also owns two other
financial institutions, Wilmington Trust of Pennsylvania, a
13
<PAGE>
Pennsylvania-chartered bank and trust company acquired in 1993, and Wilmington
Trust FSB, a Federally-chartered savings bank organized in 1994. Through its
subsidiaries, WTC engages in residential, commercial and construction lending,
deposit taking, insurance, travel, investment advisory and broker-dealer
services and mutual fund administration. On September 30, 1997, WTC, together
with its subsidiaries, had total assets of over $5.9 billion. Wilmington Trust
Company, the largest subsidiary of WTC, is among the nation's largest personal
trust companies and holds approximately $95 billion in a fiduciary capacity.
The New Sub-Adviser's principal executive officers and managers, their
addresses and their principal occupations are listed below.
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH NEW SUB-ADVISER PRINCIPAL OCCUPATION
<S> <C> <C>
Gerald Bertram Cramer Chairman of the Board and Manager Member and Chairman of the
707 Westchester Avenue Board of CRM Advisors, LLC,
White Plains, New York 10604 and Chairman of the Board of
Cramer Rosenthal McGlynn,
Inc. and CRM Management,
Inc.
Edward John Rosenthal Vice Chairman Member and Vice Chairman
707 Westchester Avenue of CRM Advisors, LLC and
White Plains, New York 10604 Vice Chairman and Treasurer
of Cramer Rosenthal
McGlynn, Inc. and CRM
Management, Inc.
Ronald Harward McGlynn President, Chief Executive Member, Chief Executive
707 Westchester Avenue Officer and Manager Officer and President of CRM
White Plains, New York 10604 Advisors, LLC and Chief
Executive Officer and
President of Cramer Rosenthal
McGlynn, Inc. and CRM
Management, Inc.
Jay Brian Abramson Member and Executive Vice Member and Executive Vice
707 Westchester Avenue President President of CRM Advisors,
White Plains, New York 10604 LLC and Executive Vice
President of Cramer Rosenthal
McGlynn, Inc. and CRM
Management, Inc.
Ted T. Cecala Member Chairman of the Board and
Wilmington Trust Center Chief Executive Officer of
Rodney Square North Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890-0001
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH NEW SUB-ADVISER PRINCIPAL OCCUPATION
<S> <C> <C>
Fred Marden Filoon Senior Vice President Member and Senior Vice President
707 Westchester Avenue of CRM Advisors, LLC and Senior Vice
White Plains, New York 10604 President of Cramer Rosenthal McGlynn,
Inc. and CRM Management, Inc.
Arthur Jay Pergament Member and Senior Vice President Member and Senior Vice President
707 Westchester Avenue of CRM Advisors, LLC and Senior Vice
White Plains, New York 10604 President of Cramer Rosenthal McGlynn,
Inc. and CRM Management, Inc.
Eugene Anthony Trainor, III Member, Senior Vice President, Vice President and Chief
707 Westchester Avenue Treasurer and Secretary Financial Officer of Cramer
White Plains, New York 10604 Rosenthal McGlynn, Inc. and
Senior Vice President,
Treasurer and Secretary of
CRM Advisors, LLC
</TABLE>
EVALUATION BY THE BOARD OF TRUSTEES
In evaluating the New Sub-Adviser Agreement, the Trustees requested and
reviewed materials furnished by CRM and the New Sub-Adviser. The Trustees spoke
with representatives of the New Sub-Adviser and reviewed its commitment to
service the Fund. The Board of Trustees considered whether the Fund can obtain
quality services from the New Sub-Adviser without interruption. The Trustees
reviewed the terms of the New Sub-Adviser Agreement. They also considered the
possible effects of the Transactions. In this regard, the Trustees evaluated
such factors as (1) the Current Sub-Adviser's representation that the same
persons responsible for the management of the Fund under the Current Sub-Adviser
Agreement will continue to manage the Fund under the New Sub-Adviser Agreement;
(2) that the compensation to be received by the New Sub-Adviser under the New
Sub-Adviser Agreement is the same as the
15
<PAGE>
compensation paid under the Current Sub-Adviser Agreement; (3) the fairness of
such compensation; (4) the nature and quality of the services to be rendered;
(5) the results achieved by the Current Sub-Adviser for the Fund; (6) the
personnel, operations and financial condition, and the investment management
capabilities and methodologies of the New Sub-Adviser; and (7) the terms and
provisions of the New Sub-Adviser Agreement compared to the Current Sub-Adviser
Agreement.
Based upon its review, the Trustees concluded that the New Sub-Adviser
Agreement is reasonable, fair and in the best interests of the Fund and its
Shareholders, and that the fees provided for in the New Sub-Adviser Agreement
are fair and reasonable in light of the usual and customary charges made by
others for services of the same nature and quality. Accordingly, after
consideration of the above factors, and such other factors and information it
deemed relevant, the Trustees, including a majority of the "non-interested"
Trustees, approved the New Sub-Adviser Agreement and voted to recommend its
approval by the Fund's Shareholders.
After the consummation of the Transactions, WTI will be an "affiliated
person" of the Fund, as defined in Section 2(a)(3) of the 1940 Act. The 1940 Act
imposes certain restrictions on transactions involving a registered investment
company and certain affiliates thereof. Accordingly, the Fund's ability to
engage in certain transactions with WTI after the closing of the Transactions
will be limited. The Trustees do not believe that these restrictions will have a
material effect on the management or performance of the Fund.
Recommended Shareholder Action and Required Vote
The Trustees recommend that the shareholders vote to approve the New Sub-
Adviser
16
<PAGE>
Agreement between AIMCO and Cramer Rosenthal McGlynn, LLC.
The affirmative vote of a majority (defined in the Miscellaneous section)
of the Fund's outstanding voting securities is required to approve the New Sub-
Adviser Agreement. Abstentions have the effect of a negative vote on this
proposal.
MISCELLANEOUS
Definition of Majority. "Majority of the outstanding voting securities"
means the affirmative vote of the lesser of (1) more than 50% of the outstanding
shares of the Fund and (2) 67% or more of the shares of the Fund present at the
Meeting if more than 50% of the outstanding shares are present at the Meeting in
person or by proxy.
Methods of Tabulation. Shares represented by proxies that reflect
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial owners or
the persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) will be counted as shares
that are present and entitled to vote on the matter for purposes of determining
the presence of a quorum. Votes cast by proxy or in person at the Meeting will
be counted by persons appointed as tellers for the Meeting. The tellers will
count the total number of votes cast "for" approval of the proposals for
purposes of determining whether sufficient affirmative votes have been cast.
With respect to all proposals, abstentions and broker non-votes have the effect
of a negative vote on the proposal.
17
<PAGE>
Other Business. The Trustees know of no other business to be brought before
the Meeting. However, if any other matters properly come before the Meeting, it
is the Trustees' intention that proxies which do not contain specific
restrictions to the contrary will be voted on such matters in accordance with
the judgment of the persons named in the enclosed form of Proxy.
Date for Receipt of Shareholders' Proposals for Subsequent Meeting of
Shareholders. The Trust's Agreement and Declaration of Trust does not provide
for regular annual meetings of Shareholders, and the Fund does not currently
intend to hold such meetings. Shareholder proposals for inclusion in the Fund's
proxy statement for any subsequent meeting must be received by the Trust not
less than 160 days prior to any such meeting.
Administrator. First Data Investor Services Group, Inc., a wholly-owned
subsidiary of First Data Corporation, 4400 Computer Drive, Westborough, MA
01581, serves as the Trust's administrator.
PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY. A SELF-ADDRESSED,
POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
RICHARD M. REILLY
President
Worcester, MA
December 5, 1997
18
<PAGE>
EXHIBIT I
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of __________ between Allmerica
Investment Management Company, Inc. (the "Manager") and Cramer Rosenthal
McGlynn, LLC (the "Sub-Adviser").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST
(a) Subject always to the control of the Trustees of Allmerica Investment
Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser, at its
expense, will furnish continuously an investment program for the following
series of shares of the Trust: the SMALL-MID CAP VALUE FUND (the "Fund") and
such other series of shares as the Trust, the Manager and the Sub-Adviser may
from time to time agree on (together, the "Funds"). The Sub-Adviser will make
investment decisions on behalf of the Funds and place all orders for the
purchase and sale of portfolio securities. In the performance of its duties, the
Sub-Adviser will comply with the provisions of the Agreement and Declaration of
Trust and Bylaws of the Trust and the objectives and policies of the Fund, as
set forth in the current Registration Statement of the Trust filed with the
Securities and Exchange Commission ("SEC") and any applicable federal and state
laws, and will comply with other policies which the Trustees of the Trust (the
"Trustees") or the Manager, as the case may be, may from time to time determine
and which are furnished to the Sub-Adviser. The Sub-Adviser shall make its
officers and employees available to the Manager from time to time at reasonable
times to review investment policies of the Fund and to consult with the Manager
regarding the investment affairs of the Funds. In the performance of its duties
hereunder, the Sub-Adviser is and shall be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to act for
or represent the Trust in any way or otherwise be deemed to be an agent of the
Trust.
(b) The Sub-Adviser, at its expense, will furnish (i) all investment and
management facilities, including salaries of personnel necessary to perform for
it the duties set forth in this Agreement, and (ii) administrative facilities,
including clerical personnel and equipment necessary for the conduct of the
investment affairs of the Fund (excluding brokerage expenses and pricing and
bookkeeping services).
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio investments for the Fund with issuers, brokers or dealers selected by
the Sub-Adviser which may include brokers or dealers affiliated with the Sub-
Adviser. In the selection of such brokers or dealers and the placing of such
orders, the Sub-Adviser always shall seek best execution (except to the extent
permitted by the next sentence hereof), which is to place portfolio transactions
<PAGE>
where the Fund can obtain the most favorable combination of price and execution
services in particular transactions or provided on a continuing basis by a
broker or dealer, and to deal directly with a principal market maker in
connection with over-the-counter transactions, except when it is believed that
best execution is obtainable elsewhere. Subject to such policies as the Trustees
may determine, the Sub-Adviser shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Trust to pay a broker or dealer that provides
brokerage and research services an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the Sub-
Adviser determines in good faith that such excess amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the overall responsibilities of the Sub-Adviser and its
affiliates with respect to the Trust and to other clients of the Sub-Adviser as
to which Sub-Adviser or any affiliate of the Sub-Adviser exercises investment
discretion.
2. OTHER AGREEMENTS
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any person
controlled by or under common control with the Sub-Adviser, and that the Sub-
Adviser and any person controlled by or under common control with the Sub-
Adviser may have an interest in the Trust. It is also understood that the Sub-
Adviser and persons controlled by or under common control with the Sub-Adviser
have and may have advisory, management service or other contracts with other
organizations and persons, and may have other interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER
The Manager will pay to the Sub-Adviser as compensation for the Sub-
Adviser's services rendered a fee, determined as described in Schedule A which
is attached hereto and made a part hereof. Such fee shall be paid by the Manager
and not by the Trust.
4. AMENDMENTS OF THIS AGREEMENT
This Agreement (including Schedule A attached hereto) shall not be amended
as to any Fund unless such amendment is approved at a meeting by the affirmative
vote of a majority of the outstanding voting securities of the Fund, if such
approval is required under the Investment Company Act of 1940, as amended ("1940
Act"), and by the vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees who are not interested
persons of the Trust or of the Manager or of the Sub-Adviser.
2
<PAGE>
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT
This Agreement shall be effective as of ___________, and shall remain in
full force and effect as to each Fund continuously thereafter, until terminated
as provided below:
(a) Unless terminated as herein provided, this Agreement shall remain in
full force and effect for a period of two years and shall continue in full force
and effect for successive periods of one year thereafter, but only so long as
such continuance is specifically approved at least annually (i) by the Trustees
or by the affirmative vote of a majority of the outstanding voting securities of
the Fund, and (ii) by a vote of a majority of the Trustees who are not
interested persons of the Trust or of the Manager or of any Sub-Adviser, by vote
cast in person at a meeting called for the purpose of voting on such approval;
provided, however, that if the continuance of this Agreement is submitted to the
shareholders of the Fund for their approval and such shareholders fail to
approve such continuance of this Agreement as provided herein, the Sub-Adviser
may continue to serve hereunder in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
(b) This Agreement may be terminated as to any Fund without the payment of
any penalty by the Manager, subject to the approval of the Trustees, by vote of
the Trustees, or by vote of a majority of the outstanding voting securities of
such Fund at any annual or special meeting or by the Sub-Adviser, in each case
on sixty days' written notice.
(c) This Agreement shall terminate automatically, without the payment of
any penalty, in the event of its assignment or in the event that the Management
Agreement with the Manager shall have terminated for any reason.
(d) In the event of termination of this agreement, the Fund will no longer
use the name "Cramer Rosenthal McGlynn, Inc." or "Cramer Rosenthal McGlynn, LLC"
in materials relating to the Fund except as may be required by the 1940 Act and
the rules and regulations thereunder.
6. CERTAIN DEFINITIONS
For the purposes of this Agreement, the "affirmative vote of a majority of
the outstanding voting securities" means the affirmative vote, at a duly called
and held meeting of shareholders, (a) of the holders of 67% or more of the
shares of a Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "control", "interested
person" and "assignment" shall have their respective meanings defined in the
1940 Act and rules and regulations thereunder, subject, however, to such
exemptions as may be granted by the SEC
3
<PAGE>
under said Act; the term "specifically approve at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and regulations
thereunder; and the term "brokerage and research services" shall have the
meaning given in the Securities Exchange Act of 1934 and the rules and
regulations thereunder.
7. NON-LIABILITY OF SUB-ADVISER
The Sub-Adviser shall be under no liability to the Trust, the Manager or
the Trust's Shareholders or creditors for any matter or thing in connection with
the performance of any of the Sub-Adviser's services hereunder or for any losses
sustained or that may be sustained in the purchase, sale or retention of any
investment for the Funds of the Trust made by it in good faith; provided,
however, that nothing herein contained shall be construed to protect the Sub-
Adviser against any liability to the Trust by reason of the Sub-Adviser's own
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
hereunder.
8. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
A copy of the Trust's Agreement and Declaration of Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed by the Trustees as Trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees, officers or shareholders individually but are binding only
upon the assets and property of the appropriate Fund.
IN WITNESS WHEREOF, ALLMERICA INVESTMENT MANAGEMENT COMPANY, INC. has
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative and Cramer Rosenthal McGlynn, LLC has caused this
instrument to be signed in duplicate on its behalf by its duly authorized
representative, all as of the day and year first above written.
ALLMERICA INVESTMENT MANAGEMENT
COMPANY, INC.
--------------------------------------
By:
--------------------------------------
Title:
4
<PAGE>
CRAMER ROSENTHAL MCGLYNN, LLC
--------------------------------------
By:
--------------------------------------
Title:
Accepted and Agreed to as of the day and year first above written:
ALLMERICA INVESTMENT TRUST
By:
---------------------------------
Title:
------------------------------
5
<PAGE>
SCHEDULE A
The Manager will pay to the Sub-Adviser as full compensation for the Sub-
Adviser's services rendered, a fee computed daily and paid quarterly at an
annual rate of the average daily net assets of the Fund as described below:
<TABLE>
<CAPTION>
NET ASSETS FEE 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>
The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net asset value during each month at the
close of business on each business day during such month while this Agreement is
in effect.
The fee for each quarter shall be payable within ten (10) business days after
the end of the quarter.
If the Sub-Adviser shall serve for any period less than a full month, the
foregoing compensation shall be prorated according to the proportion which such
period bears to a full month.
6
<PAGE>
PROXY
SMALL-MID CAP VALUE FUND
(A Series of Allmerica Investment Trust)
This Proxy is solicited on behalf of the Board of Trustees.
The undersigned hereby appoints Richard M. Reilly, Thomas P. Cunningham and
George M. Boyd, and each of them, attorneys and proxies of the undersigned, with
full power of substitution, and does hereby request that the votes attributable
to all of the undersigned's shares be cast as directed, with all powers the
undersigned would possess if personally present, at the Special Meeting of
Shareholders of the Small-Mid Cap Value Fund (the "Fund") of Allmerica
Investment Trust to be held at 440 Lincoln Street, Worcester, Massachusetts
01653, on Tuesday, December 30, 1997 at 10:00 a.m., local time, and at any
adjournment thereof.
Dated____________________, 1997
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
Please sign exactly as the name appears hereon.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by president or other authorized
officer. If a partnership, please sign in
partnership name by authorized person. If joint
owners, each owner should sign.
Note: The undersigned hereby acknowledges receipt
of the Notice of Special Meeting and Proxy
Statement, and revokes any Proxy heretofore given
with respect to the votes covered by this Proxy.
--------------------------------------------------
--------------------------------------------------
Signature(s)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" ALL
PROPOSALS. IF A PROXY IS NOT RECEIVED FROM A PARTICULAR SHAREHOLDER, EXCEPT
WHEN OTHERWISE PERMITTED BY APPLICABLE LAW, THEN THE VOTES ATTRIBUTABLE TO HIS
OR HER INTEREST WILL BE ALLOCATED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED. THE MAILING DATE OF THIS PROXY IS ON OR ABOUT
DECEMBER 5, 1997.
Please vote by filling in the appropriate box below, as shown, using blue or
black ink or dark pencil.
Do not use red ink.
THE TRUSTEES RECOMMEND VOTING "FOR" THE PROPOSAL. FOR AGAINST ABSTAIN
1. Proposal to approve or disapprove a new [_] [_] [_]
Sub-Adviser Agreement between Allmerica
Investment Management Company, Inc. and
Cramer Rosenthal McGlynn, LLC relating to
the Fund.
2. In their discretion, the named proxies are
authorized to vote upon such other business
as may properly come before the Meeting,
or any adjournment thereof.
BE SURE TO VOTE, AND SIGN AND DATE THIS PROXY ON REVERSE SIDE.
<PAGE>
December 5, 1997
Dear Valued Client:
The Board of Trustees has called a Special Meeting of Shareholders of the Small-
Mid Cap Value Fund of Allmerica Investment Trust to be held on December 30, 1997
to consider a proposal to approve a new Sub-Adviser Agreement between the Fund's
Manager, Allmerica Investment Management Company, Inc., and Cramer Rosenthal
McGlynn, LLC to provide sub-advisory services to the Fund.
This Meeting is required because a proposed reorganization of CRM Advisors, LLC,
the Fund's current Sub-Adviser, may involve a change of control which would
cause the current Sub-Adviser Agreement to terminate on the date of the
reorganization, which is scheduled for January 2, 1998. The approval of the new
Sub-Adviser Agreement will allow the same individuals who currently manage the
Fund to continue to manage the Fund upon completion of the reorganization. In
addition, the new Sub-Adviser Agreement will have substantially the same terms
as the current Sub-Adviser Agreement between the Manager and CRM Advisors, LLC.
The management fees paid by the Fund to the Manager and the sub-advisory fees
paid by the Manager to Cramer Rosenthal McGlynn, LLC, the new Sub-Adviser, will
not change. You are encouraged to refer to the Proxy Statement for more detailed
information.
After careful consideration, the Board of Trustees approved this proposal and
recommends that Shareholders vote "FOR" the proposal.
<PAGE>
Although the Trustees would like to have you attend the Meeting, they realize
that this is not always possible. Whether or nor you plan to be present at the
Meeting, your vote is needed. Please complete, sign and return the enclosed
proxy card promptly. A postage-paid envelope is enclosed for this purpose.
Sincerely yours,
Richard M. Reilly
President
Worcester, MA
SHAREHOLDERS ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE SO AS TO BE REPRESENTED AT THE MEETING.
