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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. ____)
Check the appropriate box:
[X] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[_] Definitive Information Statement
Allmerica Investment Trust
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) 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:
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ALLMERICA INVESTMENT TRUST: SELECT GROWTH AND INCOME FUND
440 LINCOLN STREET
WORCESTER, MA 01653
INFORMATION STATEMENT
On February 16, 1999, the Board of Trustees of Allmerica Investment Trust
(the "Trust") approved a new Sub-Adviser Agreement (the "New Sub-Adviser
Agreement") for the Select Growth and Income Fund (the "Fund") of the Trust
between Allmerica Financial Investment Management Services, Inc. ("AFIMS"), the
Trust's investment manager, and J.P. Morgan Investment Management Inc. ("J.P.
Morgan") which became effective on April 1, 1999. The New Sub-Adviser Agreement
is the same in all substantive respects to the previous Sub-Adviser Agreement
(the "Previous Sub-Adviser Agreement"), dated April 16, 1998, between
AFIMS and John A. Levin & Co., Inc. ("JAL"), except that the fee which AFIMS
will pay J.P. Morgan differs from the fee structure in the Previous Sub-Adviser
Agreement and the effective and termination dates are different. THERE WILL BE
NO CHANGE IN ADVISORY FEES PAID BY THE FUND TO AFIMS. AFIMS WILL PAY J.P.
MORGAN'S SUB-ADVISER FEE.
AFIMS manages the business affairs of the Trust pursuant to a Management
Agreement (the "Management Agreement") dated April 16, 1998 between the Trust
and AFIMS. The Management Agreement provides that, subject to the requirements
of the Investment Company Act of 1940 (the "1940 Act") and the rules and
regulations thereunder, AFIMS at its expense may select and contract with a
sub-adviser or sub-advisers to manage the investments of one or more of the
Funds in the Trust. AFIMS has selected J.P. Morgan as Sub-Adviser to manage the
investments of the Fund and such selection was approved by the Board of Trustees
of the Trust.
Under an order received from the Securities and Exchange Commission, the
Trust and AFIMS are permitted to enter into and amend sub-advisory agreements
without receiving shareholder approval and are granted relief from certain
disclosure requirements regarding advisory fees paid to sub-advisers. The
Trustees of the Trust must approve such sub-advisory agreements, and the Fund
must provide specified information to Shareholders within 90 days of the hiring
of any new sub-adviser. This Information Statement is being supplied to
Shareholders to fulfill such information requirement and is being mailed on or
about April 19, 1999.
NO SHAREHOLDER VOTE WILL BE TAKEN WITH RESPECT TO THE MATTERS DESCRIBED IN
THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.
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Background. Prior to the appointment of J.P. Morgan as Sub-Adviser to the
Fund, JAL served as Sub-Adviser of the Fund. Under investment performance
criteria and other standards established by AFIMS and BARRA RogersCasey, Inc.
("BARRA RogersCasey"), a consultant retained by AFIMS, each Sub-Adviser of the
Trust is continuously monitored against relevant indices and peer groups. Based
on JAL's performance over an extended period, AFIMS and BARRA RogersCasey
recommended that the Trustees terminate the Previous Sub-Adviser Agreement and
appoint J.P. Morgan as the new Sub-Adviser to the Fund.
In the course of the selection process, AFIMS and BARRA RogersCasey
reviewed performance and background criteria, as well as written and in-person
proposals by a number of investment advisory firms. In evaluating the proposals,
they considered, among other things, the nature and quality of the services to
be provided by each sub-adviser candidate, comparative data as to each sub-
adviser's investment performance, the experience and financial condition of the
sub-adviser and its affiliates, the level of sub-advisory fees to be paid
compared to industry averages, the sub-adviser's commitment to mutual fund
advisory activities and the quality of the sub-adviser's proposal generally.
Based on this review and selection process, AFIMS and BARRA RogersCasey proposed
to the Investment Operations Committee/1/ of the Board of Trustees the selection
of J.P. Morgan as the new Sub-Adviser for the Fund. After deliberation, the
Committee unanimously recommended to the Trustees the selection of J.P. Morgan
as the new Sub-Adviser and reported on the reasons for this recommendation. Upon
completion of the review process and following a presentation to the Trustees by
J.P. Morgan, the Trustees voted unanimously, with the "non-interested" Trustees
voting separately after conferring with their independent counsel, to terminate
the Previous Sub-Adviser Agreement as of the close of business on March 31,
1999, to appoint J.P. Morgan as Sub-Adviser to the Fund effective on April 1,
1999 and to approve the New Sub-Adviser Agreement.
INFORMATION REGARDING
J.P. MORGAN INVESTMENT MANAGEMENT INC.
J.P. Morgan, located at 522 Fifth Avenue, New York, New York 10036, is a
wholly-owned asset management subsidiary of J.P. Morgan & Co. Incorporated
("JPMCI"), which was founded in 1861, and serves as an investment adviser for
employee benefit plans and other institutional clients, as well as mutual funds
and variable annuities. With its affiliates, J.P. Morgan had approximately $316
billion in assets under management as of December 31, 1998. None of the Trustees
and officers of the Trust are affiliated with J.P. Morgan.
J.P. Morgan seeks to provide above-average performance through a team of
research analysts who develop proprietary information that is used in making
investment decisions for clients. The firm employs a disciplined approach and
attempts to control risk when constructing an investment portfolio of equity
securities.
- ------------
/1/ The Investment Operations Committee is composed of three Trustees who are
"non-interested" persons of the Trust, AFIMS or the Sub-Adviser or their
affiliates, two Trustees who are "interested" persons and two non-Trustee
participants. The Committee monitors investment adviser performance and
analyzes fund data.
2
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Exhibit I attached to this Information Statement contains information on
the type, asset size and advisory fees of other similar investment company funds
managed by J.P. Morgan. All information about J.P. Morgan in this Information
Statement including Exhibit I has been provided by J.P. Morgan.
Principal Executive Officers and Directors of
J.P. Morgan Investment Management Inc.
The principal executive officers and directors of J.P. Morgan, their
business addresses and principal occupations are shown below. Certain officers
and directors of J.P. Morgan also hold positions with, and engage in business
for, JPMCI.
- --------------------------------------------------------------------------------
Name Business Address Principal Occupation
- --------------------------------------------------------------------------------
Keith M. Schappert 522 Fifth Avenue President; Chairman, Director;
New York, New York 10036 Managing Director*
- --------------------------------------------------------------------------------
Jeff M. Garrity 522 Fifth Avenue Director; Managing Director*
New York, New York 10036
- --------------------------------------------------------------------------------
Isabel H. Sloane 522 Fifth Avenue Director; Managing Director*
New York, New York 10036
- --------------------------------------------------------------------------------
Kenneth W. Anderson 522 Fifth Avenue Director; Managing Director*
New York, New York 10036
- --------------------------------------------------------------------------------
Gilbert Van Hassel Akasaka Park Building Director; Managing Director*
2-20, Akasaka 5-chome
Minato-ku, Tokyo, Japan
- --------------------------------------------------------------------------------
Hendrik Van Riel 28 King Street Director; Managing Director*
London, England SW1Y 6XA
- --------------------------------------------------------------------------------
John W. Schmidlin 345 Park Avenue Director
New York, New York 10154
- --------------------------------------------------------------------------------
*Managing Director is an officer's title, and those who hold it are not
necessarily directors of J.P. Morgan.
No arrangements or understandings exist between AFIMS and J.P. Morgan with
respect to the composition of the Board of Directors of J.P. Morgan or the Board
of Trustees of the Trust or with respect to the selection or appointment of any
person to any office with either of them.
Description of the Previous Sub-Adviser Agreement and the New Sub-Adviser
Agreement
The Previous Sub-Adviser Agreement was originally submitted to Shareholders
on October 24, 1994. It was last approved by the Trustees, including the
Trustees who were "non-
3
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interested", at a meeting of the Board of Trustees on May 12, 1998. Except for
different effective and termination dates and the fee schedule, the terms of the
New Sub-Adviser Agreement are similar in all material respects to the terms of
the Previous Sub-Adviser Agreement.
Under the New Sub-Adviser Agreement, J.P. Morgan will, at its expense and
subject to the general oversight of the Trustees and AFIMS, regularly provide
the Fund with investment research, advice and supervision and will furnish
continuously an investment program consistent with the investment objective and
policies of the Fund. For all of its services provided under the New Sub-Adviser
Agreement, J.P. Morgan will be paid by AFIMS a fee computed daily and paid
quarterly at an annual rate of the average daily net assets of the Fund as set
forth below:
Assets Rate
------ ----
First $500 million 0.30%
Next $500 million 0.25%
Over $1 billion 0.20%
Under the Previous Sub-Adviser Agreement, JAL was paid by AFIMS a fee
computed daily and paid quarterly at an annual rate of the average daily net
assets of the Fund as set forth below:
Assets Rate
------ ----
First $100 million 0.40%
Next $200 million 0.25%
Over $300 million 0.30%
During the fiscal year ended December 31, 1998, AFIMS paid JAL $1,668,885
for its sub-advisory services pursuant to the Previous Sub-Adviser Agreement. If
the New Sub-Adviser Agreement had been in effect during the last fiscal year,
the Sub-Adviser would have received $1,640,737, representing a decrease of
$28,148, or 1.69%. Based on the Fund's net assets at February 1, 1999 of
approximately $649,000,000, the annual fees paid by AFIMS to the Sub-Adviser
would decrease from $1,947,000 to $1,872,500, a reduction of $74,500 or 3.83%.
When compared to the fees paid to JAL, the new sub-adviser fee rate will
continue to decrease sub-adviser fees as Fund assets grow above this level. Any
reduction in sub-adviser fees would benefit AFIMS directly, but does not benefit
Fund Shareholders since AFIMS is solely responsible for the payment of all sub-
adviser fees.
The Trustees believe that the new sub-adviser fee rate should provide an
effective means of compensating J.P. Morgan for its advisory services. The new
sub-adviser fee is believed by the Trustees and AFIMS to be consistent with
industry averages for comparable services.
4
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The New Sub-Adviser Agreement provides that J.P. Morgan, as Sub-Adviser, in
consideration for its fee, and subject to the control and supervision of the
Board of Trustees and in conformance with the investment objective and policies
of the Fund set forth in the Trust's current registration statement and any
other policies established by the Board of Trustees or AFIMS, will manage the
investment and reinvestment of assets of the Fund. In this regard, it is the
responsibility of J.P. Morgan to make investment decisions for the Fund and to
place the Fund's purchase and sale orders for investment securities. The New
Sub-Adviser Agreement states that J.P. Morgan will provide at its expense all
necessary investment, management and administrative facilities, including
salaries of personnel needed to carry out its duties under the New Sub-Adviser
Agreement, but excluding brokerage expenses and pricing and bookkeeping
services.
The New Sub-Adviser Agreement shall remain in full force and effect through
May 30, 1999 and shall continue in full force and effect for successive periods
of one year thereafter, but only so long as each such continuance is
specifically approved annually by the Board of Trustees, or by vote of the
holders of a majority of the Fund's outstanding voting securities, and by the
vote of a majority of the Trustees who are not "interested persons" of the
Trust, AFIMS, the Sub-Adviser, or any other sub-adviser to the Trust. The New
Sub-Adviser Agreement may be terminated at any time, without payment of any
penalty, by AFIMS, subject to the approval of the Trustees, by vote of the
Trustees, by vote of a majority of the outstanding voting securities of the
Fund, or by J.P. Morgan, in each case on 60 days' written notice. As required by
the 1940 Act, the New Sub-Adviser Agreement will automatically terminate,
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 AFIMS
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 J.P. Morgan, or (ii)
reckless disregard by J.P. Morgan of its obligations and duties under the New
Sub-Adviser Agreement, J.P. Morgan shall not be liable to the Trust, AFIMS or to
any Shareholder or creditor of the Trust, for any matter in connection with the
performance of any of its services under the New Sub-Adviser Agreement or for
any good faith purchase or sale of any investment made by it for the Trust.
OTHER INFORMATION
The shares of the 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") for the purpose of funding variable annuity
contracts and variable life insurance policies issued by First Allmerica or
Allmerica Financial Life and qualified
5
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pension and retirement plans. Both First Allmerica and Allmerica Financial Life
are wholly-owned subsidiaries of Allmerica Financial Corporation ("AFC"), a
publicly-traded 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. At April 1, 1999, the Trustees and officers of the Trust,
as a group, beneficially owned less than 1% of the outstanding shares of the
Fund.
Annual Report
The Trust will furnish, without charge, a copy of the most recent Annual
Report to the Shareholders of the Fund. Requests should be directed to the Trust
at 440 Lincoln Street, Worcester, Massachusetts 01653 or by calling
1-800-828-0540.
Broker Commissions
During the fiscal year ended December 31, 1998, no commissions were
paid by the Trust to brokers affiliated with the Sub-Adviser of the Fund.
Distributor, Administrator
Allmerica Investments, Inc. ("AII"), a wholly-owned subsidiary of AFC,
serves as the Distributor for the Trust. AII, AFIMS and AFC are located at 440
Lincoln Street, Worcester, MA 01653. Investors Bank & Trust Company, 200
Clarendon Street, Boston, MA 02116, serves as the Trust's administrator, fund
accountant and custodian.
April 19, 1999
6
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[LETTERHEAD]
April 19, 1999
Dear Shareholder:
We are pleased to enclose an Information Statement regarding J.P. Morgan
Investment Management Inc. ("J.P. Morgan"), the new Sub-Adviser of the Select
Growth and Income Fund (the "Fund") of Allmerica Investment Trust (the "Trust").
J.P. Morgan was hired effective April 1, 1999 to replace John A. Levin & Co.,
Inc., ("JAL"), the Fund's previous Sub-Adviser. J.P. Morgan, along with its
affiliates, currently has more than $300 billion in assets under management. The
investment advisory fees charged by the Trust's investment manager, Allmerica
Financial Investment Management Services, Inc. ("AFIMS"), to the Fund remain the
same. The fees which AFIMS will pay to J.P. Morgan differ from the fees paid by
AFIMS to JAL.
Please take a few minutes to read the Information Statement. It contains
additional information about J.P. Morgan, the terms of the new Sub-Adviser
Agreement and the factors that were considered by management and the Board of
Trustees in making the decision to change Sub-Advisers.
This action will not require you to send a proxy and we are not asking you
for a proxy. As always, please feel free to contact me with any questions or
comments you may have.
Sincerely yours,
/s/ Richard M. Reilly
Richard M. Reilly
President
<PAGE>
EXHIBIT I
---------
J.P. Morgan Investment Management Inc.
Funds with objectives similar to
Allmerica Investment Trust
Select Growth and Income Fund (the "Fund")
J.P. Morgan Investment Management Inc. ("J.P. Morgan") acts as investment
adviser to one registered investment company having similar investment
objectives and policies to those of the Fund: The Disciplined Equity Portfolio
("DEP"). J.P. Morgan also acts as investment sub-adviser to a registered
investment company, Endeavor-Enhanced Index Portfolio ("EEIP"), which has
similar investment objectives and policies to those of the Fund. In its role as
Sub-Adviser, J.P. Morgan does not act as investment adviser or administrator.
* * * * * * * * * *
For its services to DEP and EEIP, J.P. Morgan is paid a management fee at an
annual rate of .35% of the average daily net assets of the respective
portfolios.
* * * * * * * * * *
The table below lists for DEP and EEIP their investment objectives and
policies, the annual rate of compensation paid to J.P. Morgan and their net
assets as of December 31, 1998.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Investment Company Investment Annual Rate of Net Assets as of
Name Objective Compensation 12/31/98
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
J.P. Morgan Investment Approximately $316
Management Inc. billion
under management
- --------------------------------------------------------------------------------------------------------------------
The Disciplined To provide a consistently high total .35% $1,025,579,908
Equity Portfolio return from a broadly diversified
portfolio of equity securities with risk
characteristics similar to the S&P 500
Index.
- --------------------------------------------------------------------------------------------------------------------
Subadvised Mutual
Funds
- --------------------------------------------------------------------------------------------------------------------
Endeavor-Enhanced Index To earn a total return modestly in excess .35% $ 82,481,918
Portfolio of the total return performance of the
S&P 500 Index (including the reinvestment
of dividends) while maintaining a
volatility of return similar to the S&P
500 Index.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
