FULCRUM TRUST
DEFS14A, 2000-11-28
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<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:

[ ]  Preliminary Proxy Statement
[_]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-
     6(e)(2)

[X]  Definitive Proxy Statement
[_]  Definitive Additional Materials
[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 14a-12

                               The Fulcrum 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>

                               THE FULCRUM TRUST
                               Growth Portfolio

                              440 Lincoln Street
                        Worcester, Massachusetts 01653


                         Notice of Special Meeting of
                     Shareholders of the Growth Portfolio
                             of The Fulcrum Trust
                                January 8, 2001


A special meeting of shareholders of the Growth Portfolio of The Fulcrum Trust
will be held at 440 Lincoln Street, Worcester, MA 01653 on January 8, 2001 at
10:00 a.m. (local time) for the following purposes:


1.   To approve or disapprove a new Portfolio Manager Agreement under which
     Analytic Investors, Inc. would serve as Portfolio Manager for the Growth
     Portfolio.

2.   To transact such other business as may properly come before the meeting or
     any adjournment thereof.


                                 By order of the Board of Trustees.



                                 George M. Boyd
                                 Secretary
                                 The Fulcrum Trust

December 4, 2000
<PAGE>

                                PROXY STATEMENT
                        SPECIAL MEETING OF SHAREHOLDERS
                                      OF
                               THE FULCRUM TRUST
                             THE GROWTH PORTFOLIO

                                January 8, 2001


     The Board of Trustees of The Fulcrum Trust (the "Trust") solicits your
voting instructions for a special meeting of shareholders of the Growth
Portfolio, a separate series of the Trust, and at any adjournment of the
meeting.  The special meeting will be held on January 8, 2001 at 10:00 a.m.
(local time) at the Trust's offices at 440 Lincoln Street, Worcester, MA 01653
for the purposes described in the accompanying Notice.  The approximate mailing
date of this Proxy Statement and the voting instruction form is December 4,
2000.

     The record date for determining persons entitled to vote at the special
meeting is November 13, 2000. Only those contract owners who as of the record
date had investment interests in the Growth Portfolio are eligible to vote in
person or by proxy at the meeting. As of the close of business on the record
date, the Growth Portfolio had 296,952.000 shares outstanding. All shares of the
Growth Portfolio are held by the Fulcrum Separate Account of Allmerica Financial
Life Insurance and Annuity Company and the Fulcrum Separate Account of First
Allmerica Financial Life Insurance Company (together, the "Separate Accounts").
On November 15, 2000, the Trustees and officers of the Trust owned less than 1%
of the outstanding shares of the Growth Portfolio.

     You are entitled to give instructions on how to vote the shares related to
your investment interests in the Growth Portfolio.  Each full share has one
vote, and each fractional share has a proportionate fractional vote.  If you
submit a properly executed voting instruction form, but do not include voting
instructions, Allmerica Financial Life Insurance and Annuity Company and First
Allmerica Financial Life Insurance Company (together, "Allmerica") will vote the
shares "FOR" the proposal.  Allmerica will vote shares for which it does not
receive properly executed instruction forms in the same proportion as it votes
shares for which it does receive properly executed instruction forms.

     In order for your voting instructions to be effective, the Trust must
receive them by the close of business on January 3, 2001.  You may revoke your
voting instructions any time before that date by providing written notice to the
Secretary of the Trust at 440 Lincoln Street, Worcester, Massachusetts 01653.
The instruction form will not be voted if you are present at the meeting and
elect to vote in person.  Attendance at the meeting alone will not serve to
revoke the voting instructions.  Allmerica may vote in its discretion with
respect to other matters not known to the Board of Trustees that may be
presented at the meeting.  This solicitation is being made by mail, but it may
also be made by facsimile, telephone or personal interview.  Analytic Investors,
Inc. ("Analytic"), Portfolio Manager of the Growth Portfolio, will bear the
costs of this solicitation and the special meeting.
<PAGE>

     The Trust will furnish you, upon request and without charge, a copy of the
Trust's most recent annual report and semi-annual report to shareholders.
Please write to the Trust at 440 Lincoln Street, Worcester, Massachusetts 01653,
[or call (800) 917-1909] to request a copy.

                                   PROPOSAL

1.   APPROVAL OR DISAPPROVAL OF A NEW PORTFOLIO MANAGER AGREEMENT UNDER WHICH
     ANALYTIC INVESTORS, INC. WOULD CONTINUE TO SERVE AS PORTFOLIO MANAGER FOR
     THE GROWTH PORTFOLIO

Background
----------

     Analytic has served as Portfolio Manager of the Growth Portfolio since
August 1, 1998.  United Asset Management Corporation ("UAM"), the parent holding
company for Analytic, has announced that it has been acquired by Old Mutual plc
("Old Mutual"), a United Kingdom-based financial services group.  The
transaction (the "Acquisition") was effected on September 26, 2000.  The federal
securities laws require that when there are certain changes in ownership of a
mutual fund's investment adviser or portfolio manager, the fund's agreement with
the portfolio manager automatically ends.  If the mutual fund wants the
portfolio manager to continue to provide investment advisory services, the fund
and the portfolio manager must enter into a new agreement.  This federal
securities law requirement was triggered by the acquisition of UAM by Old
Mutual.  Therefore, the Growth Portfolio's original Portfolio Manager Agreement
with Analytic (the "Old Agreement") ended on the effective date of the
Acquisition.  From the date of the Acquisition, Analytic has been allowed under
federal regulations to continue serving on a temporary basis as Portfolio
Manager of the Growth Portfolio under an Interim Portfolio Manager Agreement
(the "Interim Agreement").

     At a Board Meeting on September 13, 2000, the Trustees of the Trust
unanimously approved a new Portfolio Manager Agreement (the "New Agreement")
among Analytic, the Trust and Allmerica Financial Investment Management
Services, Inc. ("AFIMS"), 440 Lincoln Street, Worcester, MA  01653, the overall
Manager of the Trust, subject to shareholder approval.  The Trustees of the
Trust recommend that you vote to approve the New Agreement.  The New Agreement
is substantially the same as the Old Agreement.

Board Consideration
-------------------

     At the September 13, 2000 Meeting, the Trustees were provided with
financial and other information about UAM, Old Mutual and the Acquisition. They
were also provided with performance and financial information about Analytic and
information about Analytic's investment strategy and current personnel. The
Board considered the fact that Analytic had provided generally consistent
performance. The Trustees noted that Analytic had given assurances that the firm
would continue to provide the same level of advisory services and use the same
investment strategies. The Board considered the terms of the New Agreement and
the fact that it was substantially the same as the Old Agreement. The Trustees
also considered the fact that the New Agreement had the same performance-based
fee structure as under the Old Agreement.

                                       2
<PAGE>

The Trustees concluded that entering into the New Agreement with Analytic was in
the best interest of the Portfolio and its investors.  Accordingly, the Board
voted unanimously to approve the New Agreement.

INFORMATION ABOUT ANALYTIC INVESTORS, INC., OLD MUTUAL PLC AND
UNITED ASSET MANAGEMENT CORPORATION

     Analytic was founded in 1970 and is located at 700 South Flower Street,
Suite 2400 Los Angeles, California 90017.  The firm is registered as an
investment adviser with the Securities and Exchange Commission ("SEC").  As of
October 31, 2000, Analytic managed approximately $1.65 billion in assets.
Analytic is committed to a disciplined quantitative investment management
process. The firm currently uses a proprietary computer model designed to build
a portfolio of stocks.  The model focuses on the characteristics of the
aggregate portfolio rather than screening for individual stocks that meet all
the desired characteristics.  Analytic provides investment management services
to individuals, banks/thrift institutions, investment companies, pension and
profit sharing plans, trusts, charitable organizations and corporations.

     The table below lists the individuals who serve as directors or principal
executive officers of Analytic. The address for each individual is 700 South
Flower Street, Suite 2400, Los Angeles, California 90017.  None serves as an
officer or Trustee of the Trust.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
       Name                   Position with Analytic                     Principal Occupation
------------------------------------------------------------------------------------------------------------
<S>                       <C>                                  <C>
Harindra de Silva,        President, Portfolio Manager         President and Portfolio Manager - Analytic
Ph.D., CFA
------------------------------------------------------------------------------------------------------------
Gregory M. McMurran       Chief Investment Officer,            Chief Investment Officer and Portfolio
                          Portfolio Manager                    Manager - Analytic
------------------------------------------------------------------------------------------------------------
Marie Nastasi Arlt        Chief Operating Officer              Chief Operating Officer - Analytic
------------------------------------------------------------------------------------------------------------
Roger G. Clarke, Ph.D.,   Chairman                             President - Ensign Peak Advisors
------------------------------------------------------------------------------------------------------------
Kevin J. Carter           Director                             Executive Director - Old Mutual Asset
                                                               Management (US)
------------------------------------------------------------------------------------------------------------
Susan B. Hunter           Director                             Vice President - United Asset
                                                               Management Corporation
------------------------------------------------------------------------------------------------------------
Franklin H. Kettle        Director                             Executive Vice President - United
                                                               Asset Management Corporation
------------------------------------------------------------------------------------------------------------


</TABLE>


     Founded in 1845 as Mutual Life Assurance Society of the Cape of Good Hope,
Old Mutual plc, headquartered at 3rd Floor, Lansdowne House, 57 Berkeley Square,
London W1X 5DH, United Kingdom, is a publicly traded company but is not subject
to the periodic reporting requirements of the Securities and Exchange
Commission. Old Mutual has a substantial life assurance business in South Africa
and other African countries and an integrated, international portfolio of
activities in asset management, banking and general insurance. Old Mutual will
have a total of approximately $275 billion in assets under management with the
acquisition of UAM.

     One of the largest independent investment management organizations in the
world, UAM provides a broad range of investment management services to
institutions, mutual funds and individual investors. UAM is located at One
International Place, Boston, Massachusetts 02110. These services are offered
through a diverse group of operating firms, including Analytic, that managed a
total of $195 billion as of June 30, 2000.

                                       3
<PAGE>

     No arrangements or understandings exist between AFIMS and Analytic, Old
Mutual or UAM with respect to the composition of the board of directors of Old
Mutual plc or UAM or of the Board of Trustees of the Trust or with respect to
the selection or appointment of any person to any office with any of them.  All
information about Analytic, Old Mutual and UAM has been provided by Analytic.

     The following table lists the names and addresses and ownership percentages
of all parent companies of Analytic.
<TABLE>
NAME                                                                  ADDRESS
----                                                                  -------
<S>                                                                   <C>
United Asset Management Corporation                                   One International Place
100% owned by Old Mutual plc                                          Boston, Massachusetts, 02110
---------------------------------------------------------------------------------------------------------------------------------
Old Mutual plc                                                        3rd Floor, Lansdowne House
100% shareholder of United Asset Management Corporation               57 Berkeley Square
                                                                      London W1X 5DH, United Kingdom
---------------------------------------------------------------------------------------------------------------------------------
Old Mutual Life Assurance Company                                     Mutual Park, Jan Smuts Drive
 (South Africa) Ltd.                                                  Pinelands, 7405, South Africa
8.71% shareholder of Old Mutual plc
---------------------------------------------------------------------------------------------------------------------------------
Old Mutual Life Holdings                                              Mutual Park, Jan Smuts Drive
 (South Africa) Limited                                               Pinelands, 7405, South Africa
100% shareholder of Old Mutual Life Assurance
 Company (South Africa) Ltd.
---------------------------------------------------------------------------------------------------------------------------------
Old Mutual (South Africa) Limited                                     Mutual Park, Jan Smuts Drive
100% shareholder of Old Mutual Life Holdings                          Pinelands, 7405, South Africa
 (South Africa) Limited
---------------------------------------------------------------------------------------------------------------------------------
Old Mutual (Netherlands) B.V.                                         Officia1, 2nd Floor
100% shareholder of Old Mutual                                        De Boelelaan 7
 (South Africa) Limited                                               1083 HJ, Amersterdam
                                                                      The Netherlands
---------------------------------------------------------------------------------------------------------------------------------
OM Group (UK) Limited                                                 3rd Floor, Lansdowne House
100% shareholder of Old Mutual                                        57 Berkeley Square
 (Netherlands) B.V.                                                   London W1X 5DH, United Kingdom
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     In addition to providing institutional advisory services, Analytic
Investors serves as an investment adviser or subadviser to other mutual funds
that invest primarily in stocks. Information about these funds appears in the
following table.

<TABLE>
<CAPTION>
                                                    Size as of                                Annual Advisory or
Name of Mutual Fund                              October 31, 2000                            Subadvisory Fee Rate
------------------------------------------     --------------------     ----------------------------------------------------------
<S>                                            <C>                      <C>
UAM Analytic Defensive Equity Fund               $ 53.2 million          Management fee: 0.60% with an expense limit of 0.99%
---------------------------------------------------------------------------------------------------------------------------------
UAM Analytic Enhanced Equity Fund                $143.1 million          Management fee: 0.60% with an expense limit of 0.99%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     Analytic has voluntarily agreed to limit the total expenses of
each fund named in the table above to the amount listed above. To maintain these
expense limits, the adviser may waive a portion of its management fee and/or
reimburse certain expenses of the funds (excluding interest, taxes, brokerage
and extraordinary expenses). Each fund expects its fee waiver/expense
reimbursement arrangement to remain in effect for the current fiscal year;
however, the adviser, at its option, may end such arrangements at any time.

INFORMATION ABOUT THE NEW PORTFOLIO MANAGER AGREEMENT

     The Old Agreement was executed as of August 1, 1998 and was approved by
shareholders on September 15, 1998. The Old Agreement was last approved by the
Trustees, all of whom are independent of the Trust's advisers, at the meeting of
the Board of Trustees on September 13, 2000.

     The Interim Agreement was executed as of September 25, 2000.  The Interim
Agreement was approved by the Trustees at the September 13, 2000 Board meeting,
to permit Analytic to serve as Portfolio Manager on a temporary basis as allowed
by federal regulation.

     The New Agreement with Analytic, which appears in full as attached Exhibit
A, is substantially identical to the Old Agreement.  The description of the New
Agreement set forth in this statement is qualified in its entirety by reference
to Exhibit A.

     The New Agreement provides generally that the Portfolio Manager will
provide research services and make decisions about the securities in which the
Growth Portfolio will invest. The Portfolio Manager must make investment
decisions for the Growth Portfolio consistent with the Portfolio's investment
objective and policies. The Portfolio Manager must comply with applicable laws
and regulations.  The Portfolio Manager must also provide information about
Portfolio transactions to the Trust's custodian, and must provide information
and reports to the Board of Trustees.  The New Agreement specifies that the
Portfolio Manager must pay its own expenses and salaries and fees of any officer
or trustee of the Trust who is an officer, director, or employee of the
Portfolio Manager.  The Portfolio Manager does not otherwise have responsibility
for the Trust's or the Portfolio's expenses.  The New Agreement imposes
liability on the Portfolio Manager for losses caused by the Portfolio Manager's
breach of fiduciary duty (as limited by certain provisions of the federal
securities laws); willful misfeasance, bad faith, or gross negligence by the
Portfolio Manager; or reckless disregard by the Portfolio Manager of its
obligations and duties under the agreement.  The Trust may not recover from the
Portfolio Manager for losses arising from other causes.  The New Agreement will
remain in force for two years and then will continue in effect for successive
periods of one year after that, but only so long as its continuance is
specifically approved annually by the Board of Trustees, or by vote of the
holders of a majority of the Portfolio's outstanding voting securities, and by
the vote of a majority of the Trustees who are not "interested persons" of the
Trust, AFIMS or the Portfolio Manager, as defined under the Investment Company
Act of 1940 (the "1940 Act").  The New Agreement may be terminated at any time
by vote of the Trustees, or by vote of a majority of the outstanding voting
securities of the Portfolio, on 60 days' written notice, or by AFIMS or
Analytic, on 90 days' written notice.  As required by the 1940 Act, the New
Agreement will automatically terminate in the event of its assignment.

     Advisory fees.  The fee structure of the New Manager Agreement is the same
as under the Old Agreement. The advisory fee schedule is explained in more
detail below.

                                       4
<PAGE>

     AFIMS serves as the overall Manager of the Trust, including the Growth
Portfolio, and Analytic, as Portfolio Manager, handles the day-to-day investment
management of the Growth Portfolio.  For these services, the Portfolio pays an
overall management fee, computed and accrued daily and paid monthly, based on
its average daily net assets.  The overall fee varies based on the performance
of the Portfolio (after expenses) compared to that of the Portfolio's benchmark,
the S&P 500(R) Index. The Portfolio Manager receives 80% of the fee, and AFIMS
receives the remaining 20%.

     Performance-Based Fee.  The Growth Portfolio pays, at the end of each
month, a monthly advisory fee equal to a Basic Fee plus or minus an Incentive
Fee.  (As explained below, the fee might be reduced if absolute performance is
negative.)  The monthly Basic Fee equals one-twelfth of the annual Basic Fee
rate of 2.0% multiplied by average daily net assets over the previous 12 months.
The Incentive Fee rate ranges from -2.0% to +2.0% on an annual basis, depending
on a comparison of the Portfolio's performance (reflecting a deduction of
Portfolio expenses) and the performance of the benchmark over the past 12
months.  The monthly Incentive Fee, like the monthly Basic Fee, is calculated by
multiplying one-twelfth of the Incentive Fee rate on an annual basis by the
average daily net assets over the previous 12 months.  Accordingly, the Total
Fee could range from 0.0% to an annual rate of 4.0%, depending on performance.

     Performance of both the Portfolio and the benchmark is calculated on a
rolling 12-month period (i.e., the previous 12 months, including the month for
which the fee is being calculated).  The performance of the Portfolio is
calculated by first determining the change in the Portfolio's net asset value
per share during the period, assuming the reinvestment of distributions during
that period, and then expressing this amount as a percentage of the net asset
value per share at the beginning of the period.  Net asset value per share is
calculated by dividing the value of the securities held by the Portfolio plus
any cash or other assets minus all liabilities including accrued advisory fees
and the other expenses, by the total number of shares outstanding at the time.
No Incentive Fee will be paid unless the Portfolio's performance exceeds the
benchmark by at least 3 percentage points.  The maximum fee will be paid if
performance is 7.5 percentage points higher than the benchmark.  No fee will be
paid at all if performance is 3 percentage points lower than the benchmark.  The
chart below further explains the Incentive Fee at various performance levels.

<TABLE>
<CAPTION>
         Percentage Point Difference
         Between Performance of the
     Growth Portfolio (net of expenses
           including Basic Fee and                            Total
         Incentive Fee) and Change in         Total Basic  Incentive   Advisory
           Selected Benchmark Index            Fee (%)      Fee (%)     Fee
     -------------------------------           -------      -------     ---
     <S>                                      <C>          <C>         <C>
     +7.5 or greater........................       2.0          2.0       4.0
     +6.0 or greater, but less than +7.5....       2.0          1.5       3.5
     +4.5 or greater, but less than +6.0....       2.0          1.0       3.0
     +3.0 or greater, but less than +4.5....       2.0          0.5       2.5
     +1.5 or greater, but less than +3.0....       2.0          0.0       2.0
      0.0 or greater, but less than +1.5....       2.0         -0.5       1.5
     -1.5 or greater, but less than 0.0.....       2.0         -1.0       1.0
     -3.0 or greater, but less than -1.5....       2.0         -1.5       0.5
     Less than -3.0.........................       2.0         -2.0       0.0
</TABLE>

                                       5
<PAGE>

     Maximum Fee If Performance Is Negative.  Notwithstanding the above
schedule, if the absolute performance of the Portfolio (after payment of all
expenses, including the Basic Fee and any Incentive Fee) is negative, the
monthly advisory fee will be the lesser of the fee calculated pursuant to the
above schedule or the alternative monthly advisory fee described below.  Under
certain circumstances, the alternative monthly advisory fee would result in the
Portfolio paying either no advisory fee or a lower monthly advisory fee than
under the performance fee schedule above.

     If the Portfolio's performance (after payment of all expenses including
advisory fees) is negative and does not exceed the benchmark by six percentage
points (on an annual basis), no monthly advisory fee will be paid.  If the
Portfolio's performance (after payment of all expenses including advisory fees)
is negative and does not exceed the selected benchmark by 12 percentage points
but does exceed the benchmark by six percentage points (on an annual basis), the
alternate monthly advisory fee will be based on an annual rate of 1.0% of
average daily net assets over the previous 12 months.  If, on the other hand,
the performance of the Portfolio (after payment of all expenses including
advisory fees) is negative but exceeds the benchmark by 12 percentage points or
more (on an annual basis), the alternative monthly advisory fee will be based on
an annual rate of 2.0% of average daily net assets over the previous 12 months.

     Size of Fee. The Basic Fee payable by the Growth Portfolio is at a rate
higher than the investment advisory fees paid by most other comparable mutual
funds. If the Growth Portfolio outperforms the S&P 500(R) Index by three
percentage points or more, the advisory fee payable by the Growth Portfolio may
further exceed those paid by other mutual funds. On the other hand, if the
Growth Portfolio underperforms the S&P 500(R) Index, the advisory fee paid by
the Growth Portfolio may be less than those paid by other mutual funds. If,
during the applicable performance period, the Growth Portfolio underperforms the
S&P 500(R) Index by three or more percentage points, the Growth Portfolio will
not pay any advisory fee.

     1999 Advisory Fees.  During the fiscal year ended December 31, 1999, the
Growth Portfolio accrued aggregate advisory fees of $17,663, including $14,130
which was paid to Analytic for its advisory services to the Portfolio.

Required Vote

     The proposal will be adopted if it is approved by the vote of a majority of
outstanding shares of the Growth Portfolio.  The 1940 Act defines a majority of
outstanding shares of a Portfolio as the lesser of (1) a vote of 67% or more of
the Portfolio's shares whose holders are present or represented by proxy at the
meeting if the holders of more than 50% of all outstanding Portfolio's shares
are present in person or represented by proxy at the meeting, or (2) a vote of
more than 50% of all outstanding Portfolio shares.

     The Board recommends that you vote FOR this Proposal.

                                 MISCELLANEOUS

Methods of Tabulation.  Shares represented by voting instructions 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

                                       6
<PAGE>

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 proposal
or proposals for purposes of determining whether sufficient affirmative votes
have been cast. With respect to any proposal, abstentions and broker non-votes
have the effect of a negative vote on the proposal.

Broker Commissions.  During the fiscal year ended December 31, 1999, no
-------------------
commissions were paid to brokers affiliated with Analytic.

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, voting
instruction forms which do not contain specific restrictions to the contrary
will be voted on such matters in accordance with the judgment of Allmerica.

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 Trust does not currently
intend to hold such meetings.  However, the Trust may from time to time schedule
special meetings.  In accordance with the regulations of the SEC, in order to be
eligible for inclusion in the Trust's proxy statement for such meeting, a
shareholder proposal must be received a reasonable time before the Trust prints
and mails its proxy statement.  Also, SEC rules permit management to exercise
discretionary authority to vote on shareholder proposals not included in the
Trust's proxy statement if the proponent has not notified the Trust of a
proposal a reasonable time before the fund mails its proxy statement.  All
shareholder proposals must also comply with other requirements of the SEC's
rules and the Trust's Agreement and Declaration of Trust.

Administrator and Independent Accountants.  Investors Bank & Trust Company, 200
------------------------------------------
Clarendon Street, Boston, Massachusetts 02117, provides custody, transfer
agency, fund accounting and administration services to the Trust.
PricewaterhouseCoopers LLP and its predecessor have served as independent
accountants for the Trust since the Trust commenced operations in 1996.
Representatives of PricewaterhouseCoopers LLP are not expected to be present at
the meeting.

PLEASE EXECUTE AND RETURN THE ENCLOSED VOTING INSTRUCTION FORM PROMPTLY.  A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.


                                    George J. Sullivan, Jr.
                                    Chairman and President


December 4, 2000
Worcester, MA

                                       7
<PAGE>

                                                                       Exhibit A
                                                                       ---------

                               GROWTH PORTFOLIO
                          PORTFOLIO MANAGER AGREEMENT
                          ---------------------------

Agreement, made this ___________________, among The Fulcrum Trust (the "Trust"),
a Massachusetts business trust; Allmerica Financial Investment Management
Services, Inc. (the "Manager"), a Massachusetts corporation; and Analytic
Investors, Inc. (the "Portfolio Manager"), a California corporation.  This
Agreement supercedes the interim agreement among the parties dated
________________, 2000.

WHEREAS, the Trust is a diversified, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and

WHEREAS, the Manager and the Portfolio Manager are both registered as investment
advisers under the Investment Advisers Act of 1940; and

WHEREAS, the Trust is authorized to issue shares of beneficial interest in
separate portfolios with each such portfolio representing interests in a
separate portfolio of securities and other assets; and

WHEREAS, the Manager has entered into a management agreement with the Trust,
pursuant to which the Manager will provide, among other services, advice with
respect to the selection and monitoring of portfolio managers to handle the day-
to-day investment management of certain portfolios; and

WHEREAS, the Trust and the Manager desire to retain the Portfolio Manager to
provide investment advisory services to the Growth Portfolio of the Trust (the
"Portfolio"), and the Portfolio Manager is willing to render such services.

Therefore, the parties agree as follows:

1.   Appointment.  The Trust hereby appoints the Portfolio Manager to provide
     -----------
investment advisory services with respect to the Portfolio for the period and on
the terms set forth in this Agreement, subject to the direction of the Board of
Trustees of the Trust (the "Board of Trustees").  The Portfolio Manager accepts
such appointment and agrees to render the services described herein for the
compensation provided in paragraph 13.

2.   Services of the Portfolio Manager.
     ---------------------------------

     (a)  Subject to the supervision of the Board of Trustees, the Portfolio
Manager will provide day-to-day investment management of the Portfolio.  The
Portfolio Manager will provide investment research and conduct a continuous
program of evaluation, investment, sales, and reinvestment of the Portfolio's
assets by determining the securities and other investments that shall be
purchased, entered into, sold, closed, or exchanged for the Portfolio, when
these transactions should be executed, and what portion of the assets of the
Portfolio should be held in the various securities and other investments in
which it may invest.  The Portfolio Manager is
<PAGE>

hereby authorized to execute and perform such services on behalf of the
Portfolio. To the extent permitted by the investment policies of the Portfolio,
the Portfolio Manager shall make decisions for the Portfolio as to foreign
currency matters and make determinations as to, and execute and perform, foreign
currency exchange contracts on behalf of the Portfolio. The Portfolio Manager
will provide the services under this Agreement in accordance with the
Portfolio's investment objective or objectives, policies, and restrictions as
stated in the Trust's registration statement under the Securities Act of 1933
and the 1940 Act as filed with the Securities and Exchange Commission ("SEC")
and amended from time to time (the "Registration Statement"). The Manager shall
promptly provide the Portfolio Manager with the most current effective version
of such Registration Statement if any amendments or supplements to the
Registration Statement are filed with the SEC.

     (b)  The Portfolio Manager will use reasonable efforts to manage the
Portfolio so that it will (1) qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code, and (2) comply with the
diversification requirements of Section 817(h) of the Internal Revenue Code and
regulations issued thereunder.  In managing the Portfolio in accordance with
these requirements, the Portfolio Manager shall be entitled to receive and act
upon advice of counsel to the Trust or counsel to the Manager.

     (c)  On occasions when the Portfolio Manager deems the purchase or sale of
a security to be in the best interest of the Portfolio as well as any other
investment advisory clients, the Portfolio Manager may, to the extent permitted
by applicable laws and regulations, including, but not limited to Section 17(d)
of the 1940 Act, but shall not be obligated to, aggregate the securities to be
so sold or purchased with those of its other clients. In such event, allocation
of the securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Portfolio Manager in a manner that is fair and
equitable in the judgment of the Portfolio Manager in the exercise of its
fiduciary obligations to the Trust and to such other clients.

     (d)  In connection with the purchase and sale of securities for the
Portfolio, the Portfolio Manager will arrange for the transmission to the
custodian for the Trust on a daily basis, such confirmation, trade tickets, and
other documents and information as may be reasonably necessary to enable the
custodian to perform its administrative and recordkeeping responsibilities with
respect to the Portfolio.  With respect to portfolio securities to be purchased
or sold through the Depository Trust Company, the Portfolio Manager will arrange
for the automatic transmission of the confirmation of such trades to the Trust's
custodian.  The Portfolio Manager will provide to the Manager copies of the
documents and information sent to the custodian and the Depository Trust Company
as requested by the Manager.

     (e)  The Portfolio Manager will provide reasonable assistance to the
custodian or recordkeeping agent for the Trust in determining, consistent with
the procedures and policies stated in the Registration Statement, the value of
any portfolio securities or other assets of the Portfolio for which the
custodian or recordkeeping agent seeks assistance or review from the Portfolio
Manager.

     (f)  The Portfolio Manager shall regularly report to the Board of Trustees
on the investment

                                       2
<PAGE>

program for the Portfolio, and will furnish the Board of Trustees such periodic
and special reports as the Board may reasonably request.

     (g)  The Portfolio Manager shall make its officers and employees available
to the Board of Trustees, officers of the Trust, and officers of the Manager for
consultation and discussions regarding the investment program for the Portfolio
at such times as the Board of Trustees, officers or Manager may reasonably
request.

3.   Broker-Dealer Selection. The Portfolio Manager is responsible for decisions
     -----------------------
to buy and sell securities and other investments for the Portfolio, broker-
dealer selection, and negotiation of brokerage commission rates. The Portfolio
Manager's primary consideration in effecting a security transaction will be to
obtain the best execution for the Portfolio. Subject to such policies as the
Board of Trustees may determine and consistent with Section 28(e) of the
Securities Exchange Act of 1934, the Portfolio Manager 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 Portfolio to pay a broker-
dealer for effecting a portfolio investment transaction in excess of the amount
of commission another broker-dealer would have charged for effecting that
transaction, if the Portfolio Manager determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker-dealer, viewed in terms of either that
particular transaction or the Portfolio Manager's overall responsibilities with
respect to the Portfolio and to its other clients as to which it exercises
investment discretion.

4.   Employees.  In rendering the services required under this Agreement, the
     ---------
Portfolio Manager may, from time to time, employ such person or persons as it
believes necessary to assist it in carrying out its obligations under this
Agreement.  The Portfolio Manager shall be responsible for making reasonable
inquiries and for reasonably ensuring that:

 (i)  no employee of the Portfolio Manager who provides investment advice to the
      Trust:

      (a)  has been convicted, in the last ten (10) years, of any felony or
      misdemeanor arising out of conduct involving embezzlement, fraudulent
      conversion, or misappropriation of funds or securities, or involving
      violations of Sections 1341, 1342, or 1343 of Title 18, United States
      Code; or

      (b)  has been found by any state regulatory authority, within the last ten
      (10) years, to have violated or to have acknowledged violation of any
      provision of any state insurance law involving fraud, deceit, or knowing
      misrepresentation; or

      (c)  has been found by any federal or state regulatory authorities, within
      the last ten (10) years, to have violated or to have acknowledged
      violation of any provisions of federal or state securities laws involving
      fraud, deceit, or knowing misrepresentation; and

 (ii) no employee of the Portfolio Manager is ineligible by reason of Section 9
      of the 1940 Act to serve as an employee of an investment adviser to an
      investment company.

                                       3
<PAGE>

5.   Conformity with Applicable Law. The Portfolio Manager, in the performance
     ------------------------------
of its duties and obligations under this Agreement, shall act in conformity with
the Registration Statement and with the instructions and directions of the Board
of Trustees and will conform to, and comply with, the requirements of the 1940
Act and all other applicable federal and state laws and regulations.

6.   Exclusivity. The services of the Portfolio Manager under this Agreement are
     -----------
not deemed exclusive, and the Portfolio Manager, or any affiliate thereof, shall
be free to render similar services to other investment companies and other
clients and to engage in other activities, so long as its services hereunder are
not materially impaired thereby.

7.   Documents. The Trust has delivered copies of each of the following
     ---------
documents to the Portfolio Manager and will promptly deliver to it all future
amendments and supplements thereto, if any:

     (a)  the Trust's Declaration of Trust and its by-laws;

     (b)  the Registration Statement; and

     (c)  the prospectus and statement of additional information of the Trust as
currently in effect and as amended and supplemented from time to time.

8.   Records.  The Portfolio Manager agrees to maintain and to preserve records
     -------
relating to the Trust as required by the 1940 Act.  The Portfolio Manager
further agrees that all records which it maintains for the Trust are the
property of the Trust and it will promptly surrender any of such records upon
request.

9.   Disclosure by Portfolio Manager. The Portfolio Manager will not disclose or
     -------------------------------
use any records or information obtained pursuant to this Agreement (excluding
investment research and investment advice) in any manner whatsoever except as
required to carry out its duties as investment adviser or in the ordinary course
of business in connection with placing orders for the purchase and sale of
securities, and will keep confidential any information obtained from the Trust
pursuant to this Agreement, and disclose such information only if the Board of
Trustees has authorized such disclosure, or if such disclosure is expressly
required by applicable federal or state law or regulations or regulatory
authorities having the requisite authority.

10.  Disclosure about Portfolio Manager.  The Portfolio Manager will cooperate
     ----------------------------------
with the Trust and the Manager by providing and reviewing information relating
to the Portfolio Manager and the Portfolio for use in the Registration
Statement, shareholder reports and other documents.  The Portfolio Manager
represents and warrants that it is a duly registered investment adviser under
the Investment Advisers Act of 1940 and a duly registered investment adviser in
all states in which the Portfolio Manager is required to be registered.

11.  Compliance.  The Portfolio Manager agrees that it shall promptly notify the
     ----------
Manager and the Trust in the event that:

                                       4
<PAGE>

     (a)  the SEC has censured the Portfolio Manager; placed limitations upon
its activities, functions or operations; suspended or revoked its registration
as an investment adviser; or commenced proceedings or an investigation that may
result in any of these actions; or

     (b)  the Portfolio Manager has a reasonable basis for believing that the
Portfolio has ceased to qualify or might not qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code; or

     (c)  the Portfolio Manager has a reasonable basis for believing that the
Portfolio has ceased to comply or might not comply with the diversification
provisions of Section 817(h) of the Internal Revenue Code or the regulations
thereunder; or

     (d)  the Portfolio Manager has actual knowledge that a material fact that
is not contained in the Registration Statement or prospectus for the Trust, or
any amendment or supplement thereto, or that any statement contained therein
that has become untrue or misleading in any material respect.

12.  Expenses.  During the term of this Agreement, the Portfolio Manager will
     --------
pay all expenses incurred by it in connection with its activities under this
Agreement, including all rent and other expenses involved in providing office
space and equipment required by the Portfolio Manager and the salaries and
expenses of all personnel of the Portfolio Manager.  The Portfolio Manager
further agrees to pay all salaries, fees and expenses of any officer or trustee
of the Trust who is an officer, director or employee of the Portfolio Manager or
any of its affiliates.  Nothing in this Agreement shall require the Portfolio
Manager to bear the expenses of the Trust or Manager, including but not limited
to the following expenses:

     (a)  Fees of the Manager;

     (b)  Charges for audits by the Trust's independent public accountants;

     (c)  Charges of the Trust's transfer agent, registrar, and/or dividend
disbursing agent;

     (d)  Charges of the Trust's custodian and/or accountant;

     (e)  Costs of obtaining quotations for calculating the value of each
Portfolio's net assets;

     (f)  Costs of maintaining the Trust's tax records;

     (g)  Salaries and other compensation of any of the Trust's executive
officers and employees, if any, who are not officers, directors, or employees of
the Portfolio Manager or any of its affiliates;

     (h)  Taxes levied against the Trust;

     (i)  Brokerage fees and commissions in connection with the purchase and
sale of portfolio securities for the Trust;

                                       5
<PAGE>

     (j)  Costs, including the interest expense, of borrowing by the Trust;

     (k)  Costs and/or fees incident to meetings of the Trust's shareholders,
the preparation and mailings of prospectuses, reports, proxy statements and
other communications by the Trust to its shareholders, the filing of reports
with regulatory bodies, the maintenance of the Trust's existence, and the
registration of shares with federal and state securities or insurance
authorities;

     (l)  The Trust's legal fees, including the legal fees related to the
registration and continued qualification of the Trust's shares for sale;

     (m)  Costs of printing stock certificates representing shares of the Trust;

     (n)  Trustees' fees and expenses of Trustees who are not officers,
directors, or employees of the Portfolio Manager or any affiliates;

     (o)  Trust's pro rata portion of the fidelity bond required by Section
17(g) of the 1940 Act, or other insurance premiums;

     (p)  Membership dues for any association of which the Trust is a member;

     (q)  Extraordinary expenses of the Trust as may arise, including expenses
incurred in connection with litigation, proceedings, other claims against the
Trust (unless the Portfolio Manager is responsible for such expenses under
paragraph 14 of this Agreement), and the legal obligations of the Trust to
indemnify its trustees, officers, employees, shareholders, distributors, and
agents with respect to such claims; and

     (r)  Organizational and offering expenses of the Trust and, if applicable,
reimbursement (with interest) of underwriting discounts and commissions.

13.  Compensation.
     ------------

     (a)  For the services provided and the expenses borne by the Portfolio
Manager pursuant to this Agreement, the Trust will pay the Portfolio Manager 80%
of the Monthly Advisory Fee, as that terms is defined in this paragraph.

     (b)  The Portfolio will pay at the end of each month, an advisory fee (the
"Monthly Advisory Fee").  The Monthly Advisory Fee equals the Basic Fee (as
defined in paragraph 13(c) below) plus the Incentive Fee (as defined in
paragraph 13(d) below) and adjusted, if so required, by paragraph 13(g) below.

     (c)  The Basic Fee equals one-twelfth of 2% multiplied by the Portfolio's
average daily net assets for the previous 12 months (including the month for
which the fee is being calculated).

     (d)  The Incentive Fee equals:  (i) one-twelfth of the Annual Incentive Fee
set forth in the chart below based on the difference between the Performance of
the Portfolio and the

                                       6
<PAGE>

Performance of the Benchmark, as those terms are defined in paragraphs 13(e) and
13(f) below; (ii) multiplied by the Portfolio's average daily net assets for the
previous 12 months (including the month for which the fee is being calculated).

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

  Percentage Point Difference Between Performance of the Portfolio and Performance of the             Annual
  Benchmark                                                                                        Incentive
                                                                                                     Fee (%)
-------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
  +7.5 or greater                                                                                    2.0%
-------------------------------------------------------------------------------------------------------------
  +6.0 or greater, but less than +7.5                                                                1.5
-------------------------------------------------------------------------------------------------------------
  +4.5 or greater, but less than +6.0                                                                1.0
-------------------------------------------------------------------------------------------------------------
  +3.0 or greater, but less than +4.5                                                                0.5
-------------------------------------------------------------------------------------------------------------
  +1.5 or greater, but less than +3.0                                                                0.0
-------------------------------------------------------------------------------------------------------------
  0.0 or greater, but less than +1.5                                                                -0.5
-------------------------------------------------------------------------------------------------------------
  -1.5 or greater, but less than 0.0                                                                -1.0
-------------------------------------------------------------------------------------------------------------
  -3.0 or greater, but less than -1.5                                                               -1.5
-------------------------------------------------------------------------------------------------------------
  Less than -3.0                                                                                    -2.0
-------------------------------------------------------------------------------------------------------------
</TABLE>

     (e)  The Performance of the Portfolio will be calculated by first
determining the change in the Portfolio's net asset value per share during the
previous twelve months (including the month for which the fee is being computed)
assuming the reinvestment of distributions during that period, and then
expressing this amount as a percentage of the net asset value per share at the
beginning of the period. Net asset value per share is calculated by dividing the
value of the securities held by the Portfolio plus any cash or other assets
minus all liabilities including accrued advisory fees and the other expenses, by
the total number of shares outstanding at the time. The Performance of the
Portfolios shall be calculated in accordance with SEC rules.

     (f)  The Performance of the Benchmark will be calculated by first
determining the change in the level of the Benchmark during the previous twelve
months (including the month for which the fee is being computed) plus the value
of any cash dividends or distributions made by the companies whose securities
comprise the Benchmark accumulated to the end of the period, and then expressing
this amount as a percentage of the Benchmark at the beginning of the period. The
Performance of the Benchmark shall be calculated in accordance with SEC rules.
The Benchmark is the Standard & Poors 500 Index. If the Benchmark ceases to be
published, changes in any material respect or otherwise becomes impracticable to
use for purposes of the Incentive Fee, the Monthly Advisory Fee will equal the
Basic Fee (with no incentive adjustment) until such time as the Board of
Trustees approves a substitute Benchmark.

     (g)  Notwithstanding paragraphs 13(a)-13(f) above, if the Performance of a
Portfolio (minus payment of all expenses, including the Basic Fee and any
Incentive Fee) is negative and does not exceed the Performance of the Benchmark
by six percentage points, then the Monthly

                                       7
<PAGE>

Advisory Fee will equal zero. Notwithstanding paragraphs 13(a)-13(f) above, if
the Performance of a Portfolio (minus payment of all expenses, including the
Basic Fee and any Incentive Fee) is negative, exceeds the Performance of the
Benchmark by six percentage points, but does not exceed the Performance of the
Benchmark by twelve percentage points, then the Monthly Advisory Fee will not be
greater than one-twelfth of 1% of the Portfolio's average daily net assets for
the previous 12 months (including the month for which the fee is being
calculated). Notwithstanding paragraphs 13(a)-13(f) above, if the Performance of
a Portfolio (minus payment of all expenses, including the Basic Fee and any
Incentive Fee) is negative and exceeds the Performance of the Benchmark by
twelve percentage points, then the Monthly Advisory Fee will not be greater than
one-twelfth of 2% of the Portfolio's average daily net assets for the previous
12 months (including the month for which the fee is being calculated).

14.  Liability and Indemnification.  The Portfolio Manager, the Manager and the
     -----------------------------
Trust each may rely on information reasonably believed by it to be accurate and
reliable.  The Portfolio Manager shall not be liable to the Trust or its
shareholders for any loss suffered by the Trust as the result of any negligent
act or error of judgment of the Portfolio Manager in connection with the matters
to which this Agreement relates, except a loss resulting from a breach by the
Portfolio Manager of its fiduciary duty with respect to the receipt of
compensation for services (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement.  The Trust shall indemnify the
Portfolio Manager and hold it harmless from all cost, damage and expense,
including reasonable expenses for legal counsel, incurred by the Portfolio
Manager resulting from actions for which it is relieved of responsibility by
this paragraph.  The Portfolio Manager shall indemnify the Trust and hold it
harmless from all cost, damage and expense, including reasonable expenses for
legal counsel, incurred by the Trust resulting from (i) a breach by the
Portfolio Manager of its fiduciary duty with respect to compensation for
services paid by the Trust (in which case any award of damages shall be limited
to the period and the amount set forth in Section 36(b)(3) of the 1940 Act);
(ii) willful misfeasance, bad faith or gross negligence by the Portfolio Manager
in the performance of its duties under this Agreement; or (iii) reckless
disregard by the Portfolio Manager of its obligations and duties under this
Agreement.

15.  Continuation and Termination.  This Agreement shall take effect on the date
     ----------------------------
first written above, and shall continue for two years from the date of this
Agreement and shall continue from year to year thereafter so long as such
continuance is specifically approved at least annually (i) by the vote of a
majority of the Board of Trustees; or (ii) by vote of a majority of the
outstanding voting shares of the Portfolio; provided, further, in either event
that continuance is also approved by the vote of a majority of the Board of
Trustees who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of the Trust, the Manager or the Portfolio Manager cast
in person at a meeting called for the purpose of voting on such approval.  This
Agreement may be terminated (i) by the Trust at any time, without the payment of
any penalty, by vote of a majority of the entire Board of Trustees or by a vote
of a majority of the outstanding voting shares of the Portfolio, on sixty (60)
days' written notice to the Manager and the Portfolio Manager, (ii) by the
Manager at any time, without the payment of any penalty, on ninety (90) days'
written notice to the Trust and the Portfolio Manager, or (iii) by the Portfolio

                                       8
<PAGE>

Manager at any time, without the payment of any penalty, on ninety (90) days'
written notice to the Trust and the Manager.  This Agreement will automatically
and immediately terminate in the event of its "assignment" (as defined in the
1940 Act).

16.  Independent Contractor.  The Portfolio Manager shall for all purposes
     ----------------------
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of Trustees from time to
time, have no authority to act for or represent the Trust in any way or
otherwise be deemed its agent.

17.  Use of Name.  It is understood that the words "Palladian," "Fulcrum Fund"
     -----------
and "Fulcrum Trust", any derivative thereof and any design associated with those
words (collectively, the "Words and Designs") are the valuable property of the
Trust, and that the Portfolio Manager shall have the right to use the Words and
Designs only with the approval of the Trust.  Upon termination of this
Agreement, the Portfolio Manager shall promptly discontinue all use of the Words
and Designs.

18.  Sales Literature.  The Manager agrees to furnish to the Portfolio Manager
     ----------------
all sales literature which refers to the Portfolio Manager prior to use thereof
and not to use such sales literature if the Portfolio Manager reasonably objects
in writing five business days (or such other time as may be mutually agreed)
after receipt thereof.  Sales literature may be furnished to the Portfolio
Manager by first class mail, overnight delivery service, facsimile transmission
equipment, or hand delivery.

19.  Notice.  Notices of any kind to be given to the Trust shall be in writing
     ------
and shall be duly given if sent by first class mail or delivered to the Trust at
440 Lincoln Street, Worcester, MA 01653, or at such other address or to such
individual as shall be specified by the Trust (with proper notice to the Manager
and the Portfolio Manager).  Notices of any kind to be given to the Manager
shall be in writing and shall be duly given if sent by first class mail or
delivered to the Manager at 440 Lincoln Street, Worcester, MA 01653, or at such
other address or to such individual as shall be specified by the Manager (with
proper notice to the Trust and the Portfolio Manager).  Notices of any kind to
be given to the Portfolio Manager shall be in writing and shall be duly given if
sent by first class mail or delivered to the Portfolio Manager at 700 South
Flower Street, Suite 2400 Los Angeles, California 90017, or at such other
address or to such individual as shall be specified by the Portfolio Manager
(with proper notice to the Trust and the Manager).

20.  Obligation.  A copy of the Trust's Agreement and Declaration of Trust is on
     ----------
file with the Secretary of the Commonwealth of Massachusetts.  Notice is hereby
given that this Agreement has been executed on behalf of the Trust by a trustee
of the Trust in his or her capacity as trustee and not individually.  The
obligations of this Agreement shall only be binding upon the assets and property
of the Trust and shall not be binding upon any trustee, officer, or shareholder
of the Trust individually.

21.  Counterparts.  This Agreement may be executed in one or more counterparts,
     ------------
each of which shall be deemed to be an original.

22.  Applicable law.  This Agreement shall be governed by the laws of
     --------------
Massachusetts, provided

                                       9
<PAGE>

that nothing herein shall be construed in a manner inconsistent with the 1940
Act, the Investment Advisers Act of 1940, or any rules or order of the SEC
thereunder.

23.  Severability.  If any provision of this Agreement shall be held or made
     ------------
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby and, to this extent, the provisions of
this Agreement shall be deemed to be severable.

24   Captions.  The captions of this Agreement are included for convenience only
     --------
and in no way define or limit any of the provisions hereof or otherwise affect
their construction or effect.

                                       10
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below on the day and year first above
written.

                                        The Fulcrum Trust


/s/                                         By: /s/
-----------------------------                  ---------------------------
Attest                                         Name:
                                               Title:



                                        Allmerica Financial Investment
                                        Management Services, Inc.


/s/                                         By: /s/
-----------------------------                  ---------------------------
Attest                                         Name:
                                               Title:



                                        Analytic Investors, Inc.


/s/                                         By: /s/
-----------------------------                  ---------------------------
Attest                                         Name:
                                               Title:

                                       11
<PAGE>

                            Voting Instruction Form
         For The Special Meeting Of Shareholders Of The Fulcrum Trust
                                January 8, 2001

                               GROWTH PORTFOLIO

John Doe
123 Main Street
New York, NY 10001

Contract No: _________

Dear Contract Owner:

Allmerica Financial Life Insurance and Annuity Company and First Allmerica
Financial Life Insurance Company (together, "Allmerica") and the Board of
Trustees of The Fulcrum Trust (the "Trust") solicit your voting instructions and
recommend a vote "FOR" the Proposal below. Allmerica will vote the appropriate
number of the Growth Portfolio shares pursuant to the instructions you give.  If
you sign and return this instruction form but do not make a choice, Allmerica
will vote "FOR".

Allmerica - for the purpose of voting on the Proposal in the agenda set forth in
the Notice and Proxy Statement Concerning the Special Meeting of Shareholders of
The Fulcrum Trust at the special shareholder meeting to be held on January 8,
2001 or at any adjournment - is hereby instructed to vote the Growth Portfolio
shares as to which I am entitled to give instructions as follows:


PROPOSAL:   Approval of Portfolio Manager Agreement with Analytic Investors,
Inc.

FOR         __
AGAINST     __
ABSTAIN     __


PLEASE MARK YOUR CHOICE LIKE THIS:   X

SIGNATURE____________________DATE__________

SIGNATURE____________________DATE__________

Please sign your name as it appears on the top of this instruction card. If you
own a contract jointly, each owner should sign. If a contract is held in a
fiduciary capacity, the fiduciary should sign and indicate his or her fiduciary
capacity.
<PAGE>

Dear Contract Owner:

The Fulcrum Trust (the "Trust") will hold a special meeting of shareholders on
January 8, 2001.

The attached Notice and Proxy Statement concerning the special meeting discuss
the single proposal to be considered at the meeting - approval of a new
Portfolio Manager Agreement under which Analytic Investors, Inc. ("Analytic")
will continue to serve as Portfolio Manager of the Growth Portfolio of the
Trust.  This new agreement is required by the federal securities laws because of
a corporate acquisition involving Analytic, and advisory fees will not change.
The Board of Trustees of the Trust has approved the new Portfolio Manager
Agreement with Analytic.  The Board now submits the new Portfolio Manager
Agreement with Analytic for your consideration and recommends that you vote
"FOR" approval of the agreement.

Because the proposal affects only the Growth Portfolio, only contract owners
such as you whose contracts hold an interest in the Growth Portfolio will vote
on the proposal. You are entitled to provide instructions on how to vote the
number of shares of the Growth Portfolio held as of the close of business on
November 13, 2000.

Please take a few minutes to consider this matter and then exercise your right
to give your instructions by completing, dating and signing the enclosed voting
instruction form. Included is a self-addressed and postage-paid envelope for
your convenience.

If you have any questions about these materials, please contact your financial
adviser or Allmerica Financial at 1-800-917-1909.



December 4, 2000                         George J. Sullivan, Jr.
                                         Chairman and President


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