FORM OF EXHIBIT 9(a)
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this ______ day of March, 1998, by and between
Allmerica Financial Investment Management Services, Inc., a Massachusetts
corporation (the "Company"), and First Data Investor Services Group, Inc., a
Massachusetts corporation, having its principal place of business at 000
Xxxxxxxx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx (the "Administrator").
WHEREAS, the Company is an Investment Adviser registered under the Investment
Advisers Act of 1940, as amended, and is currently a party of a Management
Agreement with Allmerica Investment Trust (the "Trust") pursuant to which
agreement the Company has agreed to provide, among other things, administration
services to the Trust; and
WHEREAS, the Company is authorized to enter into this Agreement pursuant to its
Management Agreement with the Trusts; and
WHEREAS, the Trust is registered as an investment company under the Investment
Company Act of 1940, as amended, (the "1940 Act") and currently continues to
offer units of beneficial interest (such units, of all series and classes, are
hereinafter called the "Shares"), representing interests in investment
portfolios of the Trust (individually, a "Fund" and collectively, the "Funds"),
which are registered with the Securities and Exchange Commission ("SEC"),
pursuant to the Trust's Registration Statement on Form N-1A ("Registration
Statement"); and
WHEREAS, the Company desires that the Administrator perform certain
administrative and supervisory services as to the operations of each investment
Fund of the Trust (identified on Schedule A hereto), and additional Funds that
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may be added by the Trust from time to time, on behalf of the Company; and
WHEREAS, the Administrator is prepared to perform such services, commencing on
the date hereof on the terms and conditions set forth in this Agreement,
NOW, THEREFORE, in consideration of the mutual promises and covenants herein set
forth, and intending to be legally bound hereby the parties agree as follows:
1. Services as Administrator.
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Subject to the direction and control of the Company (which, in
turn, is subject to the direction and control of the Boards of Trustees of the
Trust), the Administrator will assist in supervising all aspects of the
operations of the Funds except those performed by the fund manager and
sub-advisers under the Management Agreement and Sub-Adviser Agreements,
respectively, the Fund accounting agent under its Fund Accounting Services
Agreement, the custodian for the Trust under its Custodian Agreement, the
transfer agent for the Trust, if any, under its Transfer Agency Agreement, and
the distributor for the Trust under its Distribution Agreement.
The Administrator will maintain office facilities (in such
location as the Administrator shall reasonably determine); furnish statistical
and research data, clerical services and office supplies, prepare the periodic
reports to the SEC on Form N-SAR or any replacement forms therefor, compile data
for, prepare for execution by the Trust and file all of the Trust's federal and
state tax returns and required tax filings other than those required to be made
by the Trust's custodian and transfer agent; prepare any required compliance
filings pursuant to state securities laws with the advice of the Company's and
Trust's counsel; assist to the extent requested by the Company on behalf of the
Trust with the Trust's preparation of Annual, Semi-Annual and Quarterly Reports
to Shareholders; prepare and report to the Company, daily if requested by the
Company, the compliance of the Trust with the SEC diversification and IRS tax
qualifications requirements; prepare, as needed, the required calculation of
distribution of income and capital gains to the shareholders and its makeup
including any government exclusions or pass throughs; prepare and report to the
Company the monthly performance calculations of the Trust; compile data and
produce a monthly analysis of the operating expenses of the Trust for the
Company to be reviewed by the Company and the Administrator for the purpose of
expense accruals related to the Trust; and generally to assist in all aspects of
the operations of the Trust.
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In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrator hereby agrees that all records which it maintains
for the Trust are the property of the Company and/or the Trust and further
agrees to surrender promptly to the Trust any of such records upon the Company's
and/or the Trust's request. However, the Administrator has the right to make
copies of such records, in its discretion. The Administrator further agrees to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records
required to be maintained by Rule 31a-1 under the 1940 Act. The Administrator
may delegate some or all of its responsibilities under this Agreement with the
consent of the Company and/or the Trust, which will not be unreasonably
withheld.
2. Compensation.
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The Administrator will provide the compliance, tax and fund
reporting services described in section 1 hereof for an annual fee equal to
$17,300 per Fund, which fee shall be payable in monthly installments on the
first business day of each month, or at such time(s) as the Administrator shall
request and the parties hereto shall agree, plus reasonable out-of-pocket
expenses incurred by the Administrator for the items described on Exhibit 2A.
Upon any termination of this Agreement before the end of any month, the fee for
such part of a month shall be prorated according to the proportion which such
period bears to the full monthly period and shall be payable upon the date of
termination of this Agreement.
The Administrator will from time to time employ or associate
with such person or persons as the Administrator may believe to be particularly
fitted to assist it in the performance of this Agreement. Such person or persons
may be officers or employees who are employed by both the Administrator and the
Trust. The compensation of such person or persons shall be paid by the
Administrator and no obligation may be incurred on behalf of the Company and/or
Trusts in such respect. Other expenses to be incurred in the operation of the
Funds including taxes, interest, brokerage fees and commission, if any, fees of
Trustees who are not officers, directors, shareholders or employees of the
Administrator or the Company or distributor for the Trusts, SEC fees and state
Blue Sky qualification fees, advisory and administration fees, custodian,
sub-custodian, fund accounting, 12b-1 fees, transfer and dividend disbursing
agents' fees, certain
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insurance premiums, outside auditing and legal expenses, costs of maintenance of
corporate existence, typesetting and printing prospectuses for regulatory
purposes and for distribution to current Shareholders of the Funds, costs of
Shareholders' reports, mailings and meetings and any extraordinary expenses will
be borne by the Trust provided, however, that unless allowed under the
regulations under the 1940 Act, the Trust will not bear, directly or indirectly,
the cost of any activity which is primarily intended to result in the
distribution of Shares of the Funds.
3. Confidentiality.
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The Administrator agrees on behalf of itself and its employees
to treat confidentiality and as the proprietary information of the Trust, all
records and other information relative to the Company and/or the Trust and
prior, present, or potential Shareholders, and not to use such records and
information for any purpose other than performance of their responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Company and/or the Trust, which approval shall not be unreasonably withheld
and may not be withheld where the Administrator may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested to divulge
such information by duly constituted authorities, or when so requested by the
Company and/or the Trust.
4. Indemnification.
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The Administrator agrees to indemnify and hold the Company and
its employees, personnel, agents and representatives harmless from and against
any and all losses, damages, liabilities, claims, costs and expenses, including
reasonable attorneys' fees and expenses, resulting from any claim, demand,
action or suit related to the Administrator's performance of, or failure to
perform, this Agreement. Notwithstanding the foregoing, the Administrator shall
not be liable for any loss suffered by the Company or the Trust in connection
with the performance of the Administrator's obligations and duties under this
Agreement, except a loss resulting from the Administrator's willful misfeasance,
bad faith or gross negligence in the performance of such obligations and duties.
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The Company will indemnify and hold the Administrator and its
employees, personnel, agents and representatives harmless from and against any
and all losses, claims, damages, liabilities or expenses (including reasonable
attorneys' fees and expenses) resulting from any claim, demand, action or suit
related to the Company's performance of, or failure to perform, its obligations
under this Agreement and not resulting from the willful misfeasance, bad faith
or gross negligence of the Administrator.
5. Term; Termination.
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This Agreement shall become effective on the date hereof and,
unless sooner terminated as provided herein, shall continue for an initial term
ending March 31, 1999 and thereafter will renew automatically for additional one
(1) year terms unless notice is given 90 days prior to expiration of any such
extended term. In addition to, and notwithstanding the forgoing, this Agreement
is terminable as to the Trust by the Company upon the happening of any of the
following events: (i) the Company's Management Agreement with the Trust is
terminated for any reason; (ii) the Company decides to "internalize" the
administration services provided by the Administrator hereunder provided that
the Company provides the Administrator with 180 days' prior notice thereof;
(iii) at any time during the term of this Agreement the employees of the
Administrator who are primarily responsible for providing the services to the
Company are not reasonably satisfactory to the Company and the Administrator
does not replace any such employee(s) within 45 days from receipt of Notice from
the Company requesting replacement; or (iv) failure of the Administrator to
perform its obligations hereunder which failure (a) has a material adverse
effect on the Company and/or the Trust and (b) is not cured (such cure shall
include the payment of losses and expenses, if any, incurred by the Company) by
the Administrator within thirty (30) days following its receipt of Notice
thereof from the Company.
In the event of any termination of this Agreement other than
following a breach of this Agreement by the Administrator, the Company shall
reimburse the Administrator for its reasonable costs and expenses relative to
the movement of files and conversion of records to the Company or any agent
designated thereby. Notwithstanding the foregoing, if this Agreement is
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terminated by the Company due to the Administrator's failure to perform its
obligations hereunder, the Administrator shall pay and be responsible for all
costs of converting records and files to the Company or any agent designated
thereby.
7. Notices.
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All notices and other communications (collectively referred to
as a "Notice" or "Notices" in this paragraph) hereunder shall be in writing or
by telegram, cable, telex or facsimile sending device. Notices shall be
addressed (a) if to the Administrator, at their address, 000 Xxxxxxxx Xxxxx,
Xxxxxxxxxxx, Xxxxxxxxxxxxx; (b) if to the Company, at its principal place of
business or (c) if to neither of the foregoing, at such other address as to
which the sender shall have been notified by any such Notice or other
communication. The Notice may be sent by first-class mail, in which case it
shall be deemed to have been given three days after it is sent, or if sent by
confirming telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately.
8. Further Actions.
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Each party agrees to perform such further acts and execute such
further documents as are necessary to effectuate the purposes hereof.
9. Assignment.
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This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party which, in the case of assignment to an affiliate,
shall not be unreasonably denied.
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10. Amendments.
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This Agreement or any part hereof may be changed or waived only
by an instrument in writing signed by the party against which enforcement of
such change or waiver is sought.
11. Governing State Law.
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This Agreement shall be governed by and its provisions shall be
construed in accordance with the laws of the Commonwealth of Massachusetts.
12. Miscellaneous.
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This Agreement embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
limit any of the provisions hereof or otherwise affect their construction or
effect. 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. This Agreement shall be binding and shall inure
to the benefit of the parties hereto and their respective successors.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed all as of the day and year first above written.
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By:
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Title:
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FIRST DATA INVESTOR SERVICES, INC.
By:
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Title:
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Acknowledged:
ALLMERICA INVESTMENT TRUST
By:
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Title:
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SCHEDULE A
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to the Administration Agreement
between Allmerica Financial Investment Management Services, Inc.
and First Data Investor Services Group, Inc.
Name of Trust/Fund(s)
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1. Allmerica Investment Trust (1)
ALLMERICA FINANCIAL INVESTMENT FIRST DATA INVESTOR SERVICES
MANAGEMENT SERVICES, INC. GROUP, INC.
By: By:
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Title: Title:
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(1) Select Emerging Markets Fund
Select Aggressive Growth Fund
Select Capital Appreciation Fund
Select Value Opportunity Fund
Select International Equity Fund
Select Growth Fund
Select Strategic Growth Fund
Growth Fund
Equity Index Fund
Select Growth and Income Fund
Select Income Fund
Investment Grade Income Fund
Government Bond Fund
Money Market Fund
ALLMERICA INVESTMENT TRUST
By:
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Title:
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EXHIBIT 2A
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OUT OF POCKET REIMBURSABLE EXPENSES:
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1. Federal Express/Express Mail/Courier Services
2. External photocopying services
3. Necessary on-line computer legal research charges
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