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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
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(Name of Registrant As Specified In Its Charter)
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ALLMERICA INVESTMENT TRUST: SELECT STRATEGIC GROWTH FUND
440 LINCOLN STREET
WORCESTER, MA 01653
INFORMATION STATEMENT
On February 15, 2000, the Board of Trustees of Allmerica Investment Trust
(the "Trust") approved (1) a new Sub-Adviser Agreement (the "New Sub-Adviser
Agreement") for the Select Strategic Growth Fund (the "Fund") of the Trust
between Allmerica Financial Investment Management Services, Inc. ("AFIMS"),
the Trust's investment manager, and TCW Investment Management Company ("TCW")
which became effective on April 1, 2000 and (2) a new investment objective and
new principal investment strategies for the Fund. 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, in
effect between AFIMS and Cambiar Investors, Inc. ("Cambiar"), except that the
sub-advisory fee which AFIMS will pay TCW differs from the sub-advisory 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 TCW's Sub-Adviser fee.
AFIMS manages the business affairs of the Fund 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 TCW as Sub-Adviser to manage the
investments of the Fund and such selection was approved by the Board of
Trustees of the Trust at its February 15, 2000 meeting.
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 25, 2000.
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.
Background. Prior to the appointment of TCW as Sub-Adviser to the Fund,
Cambiar 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 market indices and peer
groups. Because Cambiar did not meet expectations for performance and in light
of the recent departure from Cambiar of several key executives, AFIMS and
BARRA RogersCasey recommended that the Trustees terminate the Previous Sub-
Adviser Agreement and appoint TCW 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 proposals and in-
person presentations 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
<PAGE>
process, AFIMS and BARRA RogersCasey proposed to the Investment Operations
Committee /1/ of the Board of Trustees the selection of TCW as the new Sub-
Adviser for the Fund. After deliberation, the Committee unanimously
recommended to the Trustees the selection of TCW 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 TCW, 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, 2000, to appoint
TCW as the new Sub-Adviser to the Fund effective April 1, 2000 and to approve
the New Sub-Adviser Agreement. In evaluating the proposal, the Trustees
considered the same factors considered by AFIMS and BARRA RogersCasey. The
decision by the Trustees to change Sub-Advisers was based primarily on
Cambiar's investment performance on behalf of the Fund.
INFORMATION REGARDING TCW INVESTMENT
MANAGEMENT COMPANY
TCW, located at 865 South Figueroa Street, Suite 1800, Los Angeles, CA
90017, is a wholly-owned subsidiary of The TCW Group, Inc., a Nevada
corporation. TCW is a member of a group of companies (the "TCW Group") which,
as of December 31, 1999, had approximately $70 billion in assets under
management. The TCW Group, which was founded in 1971, manages pension and
profit sharing funds, retirement/health and welfare funds, public employee
retirement funds, other institutional accounts and private accounts. None of
the Trustees and officers of the Trust are affiliated with TCW.
TCW seeks capital appreciation from small growth companies (generally
companies at the time of purchase will fall within the capitalization range of
companies comprising the S&P Small Cap 600 Index) which have the potential for
superior earnings growth. The firm's investment philosophy focuses on equity
investments in small-size companies that have improving fundamentals and which
TCW believes have a high likelihood of positive earnings growth. TCW uses
company-by-company analysis along with technical and quantitative market
analysis to screen potential investments and to monitor portfolio securities.
Exhibit I attached to this Information Statement contains information on the
type, size and advisory fees of other similar investment company funds managed
by TCW. All information about TCW in this Information Statement including
Exhibit I has been provided by TCW.
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/1/The Investment Operations Committee is composed of four 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
<PAGE>
Principal Executive Officers and Directors of TCW Investment Management
Company
The principal executive officers and directors of TCW, their business
addresses and principal occupations are shown below.
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
---- ------------------------ ----------------------------
<S> <C> <C>
Thomas Ernest Larkin.... 865 South Figueroa Director, Vice Chairman
Street
Los Angeles, CA 90017
Marc Irwin Stern........ 865 South Figueroa Director, Chairman
Street
Los Angeles, CA 90017
Alvin R. Albe, Jr....... 865 South Figueroa Director, President and
Street Chief Executive Officer
Los Angeles, CA 90017
Michael Edward Cahill... 865 South Figueroa Managing Director and
Street General Counsel
Los Angeles, CA 90017
William Charles Sonne- 865 South Figueroa Managing Director and Chief
born................... Street Financial Officer
Los Angeles, CA 90017
Hilary G..D. Lord....... 865 South Figueroa Managing Director and Chief
Street Compliance Officer
Los Angeles, CA 90017
</TABLE>
No arrangements or understandings exist between AFIMS and TCW with respect
to the composition of the Board of Directors of TCW 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 Fund began operations on February 20, 1998. The Previous Sub-Adviser
Agreement was executed as of January 9, 1998 and was submitted to and approved
by the sole shareholder of the Fund on February 19, 1998. It was last approved
by the Trustees, including the Trustees who were "non-interested", at a
meeting of the Board of Trustees on May 10, 1999. Except for different
effective and termination dates and the sub-advisory 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, TCW 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, TCW will be paid by AFIMS a fee computed daily and paid quarterly
at an annual rate of 0.85% based on the average daily net assets of the Fund
of up to $100 million. When the average daily net assets of the Fund exceed
$100 million, TCW will receive a fee computed daily and paid quarterly at an
annual rate of 0.75% of the total average daily net assets of the Fund.
Under the Previous Sub-Adviser Agreement, Cambiar 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:
<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>
3
<PAGE>
During the fiscal year ended December 31, 1999, AFIMS paid Cambiar $109,343
for its sub-advisory services pursuant to the Previous Sub-Adviser Agreement.
If the new sub-adviser fee had been in effect during the last fiscal year, the
Sub-Adviser would have received $185,532, representing an increase of $76,189,
or 70%. Based on the Fund's net assets at March 31, 2000 of approximately
$37,489,688, the annual fees paid by AFIMS to the Sub-Adviser would increase
from $187,448 to $318,662, an increase of $131,214, or 70%. Any increase in
sub-adviser fees affects AFIMS directly, but does not affect Fund Shareholders
since AFIMS is solely responsible for the payment of all sub-adviser fees.
In managing the Fund's portfolio, Cambiar invested primarily in stocks of
established companies, whereas TCW will pursue a small-cap growth investment
strategy. The Trustees believe that the new sub-adviser fee rate should
provide an effective means of compensating TCW for its advisory services. The
new sub-adviser fee rate is believed by the Trustees and AFIMS to be
consistent with industry averages for comparable services.
The New Sub-Adviser Agreement provides that TCW, as Sub-Adviser, in return
for its fee, will manage the investment and reinvestment of assets of the Fund
subject to the control and supervision of the Board of Trustees and in
accordance 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. In this regard, it is the responsibility of
TCW 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 TCW 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, 2000 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 TCW, 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 TCW, or (ii)
reckless disregard by TCW of its obligations and duties under the New Sub-
Adviser Agreement, TCW 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. In
addition to approving a New Sub-Adviser Agreement, the Trustees also approved
a new investment objective and new investment strategies for the Fund that
reflect TCW's investment management style. The previous investment objective
and principal investment strategies are stated in the Fund's current
Prospectuses dated May 1, 1999. The new investment objective and strategies,
which became effective April 1, 2000, are included in a Prospectus supplement
dated March 7, 2000 and are set forth below. The Fund's investment objective
and principal investment policies are non-fundamental and may be changed
without a shareholder vote.
Investment Objective: The Fund seeks long-term capital appreciation.
Principal Investment Strategies: To pursue its investment objective, the
Fund invests (except when maintaining a temporary defensive position) at least
65% of the value of its total assets in equity securities
4
<PAGE>
issued by companies with market capitalization, at the time of acquisition,
within the capitalization range of the companies comprising the Standard &
Poor's Small Cap 600 Index.
In managing the Fund's investments, the Sub-Adviser pursues a small cap
growth investment philosophy. The Sub-Adviser uses fundamental company-by-
company analysis in conjunction with technical and quantitative market
analysis to screen potential investments and to continuously monitor
securities in the Fund's portfolio.
The Fund focuses on small, fast-growing companies that offer cutting-edge
products, services or technologies. Because these companies are often in their
early stages of development, their stocks tend to fluctuate more than most
other securities. The Fund may invest up to 25% of its assets in foreign
securities (not including its investments in American Depositary Receipts).
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 by qualified 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. On
April 1, 2000, 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, 1999, no commissions were paid to
brokers affiliated with the Sub-Adviser of the Fund or with 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 25, 2000
5
<PAGE>
[LETTERHEAD]
April 25, 2000
Dear Contract/Policy Owner:
We are pleased to enclose an Information Statement regarding TCW Investment
Management Company ("TCW"), the new Sub-Adviser of the Select Strategic Growth
Fund (the "Fund") of Allmerica Investment Trust (the "Trust"), and the new
investment objective and new investment strategies for the Fund. TCW was hired
effective April 1, 2000 to replace Cambiar Investors, Inc. ("Cambiar"), the
Fund's previous Sub-Adviser. TCW is a member of a group of companies which, as
of December 31, 1999, had approximately $70 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 sub-advisory fees which AFIMS will pay to TCW
differ from the sub-advisory fees paid by AFIMS to Cambiar.
The investment objective and investment strategies of the Fund have been
amended to reflect TCW's small-cap growth investment management strategy.
Because of these changes, for a period of 60 days from the receipt of this
notice, you have the right to request a transfer of your allocations in the
Select Strategic Growth Fund to any of the other investment options available
under your Contract or Policy. This transfer is without charge, and does not
count as one of the 12 transfers that are free in each Contract or Policy
year.
Please take a few minutes to read the Information Statement. It contains
additional information about TCW, the terms of the new Sub-Adviser Agreement,
the factors that were considered by management and the Board of Trustees in
making the decision to change Sub-Advisers and a description of the Fund's new
investment objective, investment strategies and principal investment risks.
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
TCW INVESTMENT MANAGEMENT COMPANY
Funds with objectives similar to
Allmerica Investment Trust
Select Strategic Growth Fund (the "Fund")
As of December 31, 1999, TCW Investment Management Company ("TCW") acts as
investment adviser to one registered investment company having a similar
investment objective and policies to those of the Fund: TCW Galileo Small Cap
Growth Fund. TCW also acts as investment sub-adviser to one registered
investment company, the MSDW Small Cap Growth Fund, having a similar
investment objective and policies to those of the Fund.
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The table below lists for TCW Galileo Small Cap Growth Fund and MSDW Small
Cap Growth Fund their investment objectives and policies, the annual rate of
compensation paid to TCW and their net assets as of December 31, 1999.
<TABLE>
<CAPTION>
Investment Company Investment Annual Rate of Net Assets as of
Name Objective Compensation 12/31/99
------------------ ------------------------------ -------------- -------------------------
<S> <C> <C> <C>
TCW Investment Manage-
ment Approximately $70 billion
Company under management
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TCW Galileo Small Cap
Growth Fund Long-term capital appreciation 1.00% $400,336,449
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Subadvised Mutual
Funds
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MSDW Small Cap Growth
Fund Capital appreciation 0.40% $828,572,957
</TABLE>
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