Exhibit 4(a)
MANAGEMENT AGREEMENT
Allmerica Financial Investment Management Services, Inc. (the "Adviser") and
Allmerica Investment Trust ("Trust") hereby confirm their Agreement covering
services as hereinafter set forth. The terms and provisions of this Agreement
shall take effect on April 16, 1998.
1. The Trust hereby retains the Adviser as investment adviser for the series
of shares of the Trust as listed on Schedule A attached hereto and for such
other series of shares as the Trust and the Adviser may from time to time
agree on, each such series of shares being hereinafter referred to as a
"Fund." The Adviser shall also manage, supervise and conduct the other
affairs and business of the Trust and matters incidental thereto, subject
always to the provisions of the Trust's Agreement and Declaration of Trust,
Bylaws and of the provisions of the Investment Company Act of 1940, as
amended ("1940 Act"). In providing and performing such services, the
Adviser will function in cooperation with and subject always to the
direction and control of the Trustees of the Trust and in cooperation with
the Trust's authorized officers and representatives.
2. Investment Advisory Services. The Adviser agrees to act as the investment
----------------------------
adviser for, and to manage the investment of assets of, each Fund and to
make purchases and sales of securities for each Fund's account. The Adviser
shall assume responsibility for the management of the portfolio securities
of each Fund and the making and execution of all investment decisions for
each Fund.
A. Investment of each Fund's assets shall be in accordance with the
objectives and policies of each Fund as set forth in the current
Registration Statement of the Trust filed with the Securities and
Exchange Commission (the "SEC"), and any applicable federal and state
laws.
B. The Adviser shall report to the Trustees of the Trust (the "Trustees")
at such times and in such detail as the Trustees may from time to time
determine to be appropriate in order to permit the Trustees to
determine the adherence by the Adviser to the investment policies and
legal requirements of each Fund.
C. The Adviser shall place all orders for the purchase and sale of
portfolio investments for the account of the Funds with issuers,
brokers or dealers selected by the Adviser which may include brokers
or dealers affiliated with the Adviser. In the selection of such
brokers or dealers and the placing of such orders, the Adviser shall
always seek best execution (except to the extent permitted by the next
sentence hereof), which is to place portfolio transactions where the
Trust can obtain the most favorable combination of price and execution
services in particular transactions or provided on a continuous basis
by a broker or dealer, and to deal directly with a principal market
maker in connection with over-the-counter transactions, except when it
is believed that best execution is obtainable elsewhere. Subject to
such policies as the Trustees may determine, the Adviser shall not be
deemed to have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of its having caused
the Trust to pay a broker or dealer that provides brokerage and
research services
an amount of commission for effecting a portfolio investment
transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if
the Adviser determines in good faith that such excess amount of
commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the overall
responsibilities of the Adviser and its affiliates with respect to the
Trust and to other clients as to which the Adviser or any affiliate of
the Adviser exercises investment discretion.
D. Subject to the provisions of the Trust's Agreement and Declaration of
Trust and the 1940 Act, the Adviser, at its expense, may select and
contract with one or more investment advisers (the "Sub-Advisers") to
provide to the Adviser such investment advice relating to the assets
of a Fund and related services as the Adviser may from time to time
deem appropriate, or delegate any or all of its functions hereunder to
one or more Sub-Advisers, provided that the Trustees shall approve any
such contract with a Sub-Adviser. So long as any Sub-Adviser serves as
investment adviser to any Fund pursuant to a Sub-Adviser Agreement in
substantially the form attached hereto as Exhibit A (the "Sub-Adviser
Agreement"), the obligation of the Adviser under this Agreement with
respect to managing the investment portfolio of such Fund shall be,
subject in any event to the control of the Trustees, to determine and
review with such Sub-Adviser the investment objectives, policies and
restrictions and placing of all orders for the purchase and sale of
portfolio securities for such Fund, all as further described in the
Sub-Adviser Agreement. The Adviser will compensate any Sub-Adviser of
any Fund for its services to such Fund. The Adviser may terminate the
services of any Sub-Adviser at any time, subject to the approval of
the Trustees, and shall at such time assume the responsibilities of
such Sub-Adviser unless and until a successor Sub-Adviser is selected.
3. Management Services. The Adviser will perform (or arrange for the
-------------------
performance by its affiliates) the management and administrative services
necessary for the operation of the Trust.
A. Subject to the supervision of the Trustees, and unless otherwise
provided herein the Adviser shall be responsible for the day to day
business activities of the Trust and shall perform all services
appropriate thereto, including: (i) providing for members of its
organization to serve without salaries as Trustees, officers, or
agents of the Trust; (ii) furnishing at its expense such office space
as may be necessary for the suitable conduct of the Trust's business
(other than pricing and bookkeeping) and all necessary light, heat,
telephone service, office equipment stationery, and stenographic,
clerical, mailing and messenger service in connection with such
office; (iii) on behalf of the Funds of the Trust, supervising
relations with, and monitoring the performance of, custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iv) preparing all
general shareholder communications, including shareholder reports; (v)
conducting shareholder relations; (vi) maintaining the Trust's
existence and its records; (vii) during such times as shares are
publicly
2
offered, maintaining the registration and qualification of the Trust's
shares under federal and state law; and (viii) investigating the
development of management and shareholder services (and, if
appropriate, assisting in the development and implementation of such
services) designed to enhance the value or convenience of the Funds of
the Trust as investment vehicles.
B. The Adviser shall also furnish such reports, evaluations, information
or analyses to the Trust as the Trustees may request from time to time
or as the Adviser may deem to be desirable. The Adviser shall make
recommendations to the Trustees with respect to Fund policies, and
shall carry out such policies as are adopted by the Trustees. The
Adviser shall, subject to review by the Trustees, furnish such other
services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Agreement.
Should the Trust have occasion to call upon the Adviser for services
not herein contemplated or through the Adviser to arrange for the
services of others, the Adviser will act for the Trust upon request to
the best of its ability, the compensation for its services to be
agreed upon with respect to each such occasion as it arises.
C. The Adviser will not furnish the Trust the following services under
this Agreement:
(i) determinations of the Trust's net assets and the net asset
value per share of its shares ("pricing");
(ii) maintenance of accounts, books and records as required by
Section 31(a) of the 1940 Act and the rules thereunder
("bookkeeping"); and
(iii) provision of custodian services, transfer agent services,
dividend disbursement and reinvestment services, shareholder
services, or shareholder recordkeeping services.
4. Expenses of the Trust. It is understood that the Trust will pay all its
---------------------
expenses other than those expressly stated to be payable by the Adviser
hereunder. The expenses payable by the Trust shall include, without
limitation; (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses associated with pricing and
bookkeeping;. (iv) fees and expenses of its Trustees other than those who
are "interested persons" of the Trust or the Adviser; (v) legal and audit
expenses; (vi) custodian, registrar and transfer agent fees and expenses;
(vii) fees and expenses related to the registration and qualification of
the Trust and the Fund's shares for distribution under state and federal
securities laws; (viii) expenses of printing and mailing reports and
notices and proxy material to shareholders of the Funds; (ix) all other
expenses incidental to holding meetings of the Trust's shareholders,
including proxy solicitations therefor; (x) insurance premiums for fidelity
and other coverage; (xi) its proportionate share of association membership
dues; (xii) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xiii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders: and (ix)
such non-recurring or extraordinary expenses as
3
may arise, including those relating to actions, suits or proceedings to
which the Trust is a party and the legal obligation which the Trust may
have to indemnify the Trust's Trustees and officers with respect thereto.
5. Compensation. As full compensation for the services furnished and expenses
------------
borne by the Adviser herein, the Trust will pay a monthly fee to the
Adviser, computed and paid monthly at an annual rate of the average daily
net assets of each Fund, as described in Schedule B which is attached
hereto.
The fee computed with respect to the net assets of each Fund shall be paid
from the assets of such Fund. The average daily net assets of each Fund
shall be determined by taking an average of all of the determinations of
net asset value during each month at the close of business on each business
day during such month while this Agreement is in effect. The fee for each
month shall be payable within five (5) business days after the end of the
month.
In the event that expenses of any Fund for any fiscal year should exceed
the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the
Fund are then qualified for offer and sale, the compensation due the
Adviser such period shall be reduced by the amount of such excess by a
reduction or refund thereof, subject to readjustment during the Fund's
fiscal year. In the event that the expenses with respect to any Fund should
exceed any expense limitation which the Adviser may, by written notice to
the Trust, voluntarily declare to be effective, subject to such terms and
conditions as the Adviser may prescribe in the notice, the compensation due
the Adviser shall be reduced, and, if necessary, the Adviser shall bear
expenses with respect to the Fund, to the extent required by the expense
limitation.
If the Adviser shall serve for any period less than a full month, the
foregoing compensation shall be prorated according to the proportion which
such period bears to a full month.
In addition to the foregoing, the Trust will reimburse the Adviser for the
traveling and incidental expenses (other than the regular Worcester office
expenses described above) which may be incurred in connection with special
work performed at its request.
6. Limitation of Liability. The Adviser shall be under no liability to the
-----------------------
Trust or its Shareholders or creditors for any matter or thing in
connection with the performance of any of the Adviser's services hereunder
or for any losses sustained or that may be sustained in the purchase, sale
or retention of any investment for the Funds of the Trust made by it in
good faith; provided, however, that nothing herein contained shall be
construed to protect the Adviser against any liability to the Trust by
reason of the Adviser's own willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties hereunder.
7. Amendment. This Agreement may be amended at any time by mutual consent of
---------
the parties, provided that such amendment shall have been approved (i) by
vote of a majority of the outstanding voting securities of each Fund
affected by such amendment, and (ii) by
4
vote of a majority of the Trustees of the Trust who are not interested
persons of the Adviser or any Sub-Adviser or of the Trust, cast in person
at a meeting called for the purpose of voting on such approval.
8. Termination. This Agreement shall be effective as of the date executed, and
-----------
shall remain in full force and effect as to each Fund continuously
thereafter, until terminated as provided below.
A. Unless terminated as herein provided, this Agreement shall remain in
full force and effect through ______________________, and shall
continue in full force and effect for successive periods of one year
thereafter, but only so long as each such continuance is approved (i)
by the Trustees or by the affirmative vote of a majority of the
outstanding voting securities of a Fund, and (ii) by a vote of a
majority of the Trustees who are not interested persons of the Trust or
of the Adviser or of any Sub-Adviser, by vote cast in person at a
meeting called for the purpose of voting on such approval; provided,
however, that if the continuance of this Agreement is submitted to the
shareholders of a Fund for their approval and such shareholders fail to
approve such continuance of this Agreement as provided herein, the
Adviser may continue to serve hereunder in a manner consistent with the
1940 Act and the rules and regulations thereunder.
B. This Agreement may be terminated as to any Fund without the payment of
any penalty by vote of the Trustees or by vote of a majority of the
outstanding voting securities of such Fund at any annual or special
meeting or by the Adviser on sixty days' written notice.
C. This Agreement shall automatically terminate in the event of its
assignment.
9. Agreement and Declaration of Trust. A copy of the Trust's Agreement and
----------------------------------
Declaration is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed
by the Trustees as Trustees and not individually, and that the obligations
of this instrument are not binding upon any of the Trustees, officers or
shareholders individually but are binding only upon the assets and property
of the Trust.
10. Other Agreements, etc. It is understood that any of the shareholders,
---------------------
Trustees, officers and employees of the Trust may be a shareholder,
partner, director, officer or employee of, or be otherwise interested in,
the Adviser, and in any person controlled by or under common control with
the Adviser, and that the Adviser and any person controlled by or under
common control with the Adviser may have an interest in the Trust. It is
also understood that the Adviser and persons controlled by or under common
control with the Adviser have and may have advisory, management service or
other contracts with other organizations and persons, and may have other
interests and businesses.
11. Miscellaneous. The Adviser, its directors, officers, and its employees
-------------
retain the right to engage in other business, and to render portfolio
management, investment advisory, or other services of any kind to any other
corporation, firm, individual, or association. Neither the Adviser nor any
officer, director, or shareholder of the Adviser shall act as
5
principal or receive any compensation in connection with the purchase or
sale of securities by or on behalf of the Trust other than the compensation
provided in this Agreement.
The Adviser is an independent contractor and not an agent of the Trust.
The Trust recognizes the Adviser's control of the names "SMA Investment
Trust" and "Allmerica Investment Trust" and agrees that its right to use
such names is non-exclusive and can be terminated by the Adviser at any
time. The use of such names will be terminated automatically if at any time
the Adviser or affiliate of the Adviser ceases to be investment adviser for
the Trust.
For the purposes of this Agreement, majority of the outstanding voting
securities of a Fund at any annual or special meeting shall mean a
concurring vote of (i) 67% or more of the shares of the Fund represented at
such meeting, if more than 50% of the outstanding shares of the Fund are
represented in person or by proxy, or (ii) 50% of the outstanding shares of
the Fund, whichever is less.
For the purposes of this Agreement, the terms "interested person" and
"assignment" shall have their respective meanings defined in the 1940 Act,
subject, however, to such exemptions as may be granted by the SEC under
said Act; the term "specifically approve at least annually" shall be
construed in a manner consistent with the 1940 Act and the rules and
regulations thereunder; and the term "brokerage and research services"
shall have the meaning given in the Securities Exchange Act of 1934 and the
rules and regulations thereunder.
Each party hereto shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the Securities and
Exchange Commission, the NASD and State insurance regulators) and shall
permit such authorities reasonable access to its books and records in
connection with any investigation or inquiry relating to this Agreement or
the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner, or the Insurance
Commissioner of any other state, with any information or reports in
connection with services provided under this Agreement which such
Commissioner may reasonably request in order to ascertain whether the
variable contracts operations of the Company are being conducted in a
manner consistent with the state's regulations concerning variable
contracts and any other applicable law or regulations.
This Agreement shall be effective on the date executed. Executed this
16/th/ day of April, 1998.
6
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
------------------ ---------------------
Witness
ALLMERICA INVESTMENT TRUST
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxx
------------------ ------------------------
Witness
7
SCHEDULE A
SERIES OF SHARES OF THE TRUST
as of Effective July 1, 2000
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
Core Equity Fund
Equity Index Fund
Select Growth and Income Fund
Select Strategic Income Fund
Select Investment Grade Income Fund
Government Bond Fund
Money Market Fund
8
SCHEDULE B
COMPENSATION
Effective as of October 1, 2000
As full compensation for the services furnished and expenses borne by the
Adviser herein, the Trust will pay a monthly fee to the Adviser, computed and
paid monthly at an annual rate of the average daily net assets of each Fund, as
described below:
Select Select Select Capital Select Value Select Select
Emerging Aggressive Appreciation Opportunity International Growth
Markets Fund Growth Fund Fund Fund Equity Fund Fund
------------- ------------ --------------- ----------------- -------------- -------
Manager Fee 1.35% (1) (1) (2) (1) (2)
Select Select
Strategic Core Equity Select Growth Select Strategic Investment
Growth Equity Index and Income Income Grade Income
Fund Fund Fund Fund Fund Fund
---- ---- ---- ---- ---- ----
Manager Fee 0.85% (3) (4) (1) (5) (5)
Government Money
Bond Market
Fund Fund
---- ----
Manager Fee 0.50% (6)
---------------
(1) The Manager's fees for the Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select International Equity Fund, and Select Growth and
Income Fund, computed daily at an annual rate based on the average daily
net assets of each Fund, are based on the following schedule:
Select Select Growth
Select Aggressive Select Capital International and Income
Assets Growth Fund Appreciation Fund Equity Fund Fund
------ --------------- ------------------- ------------- ------
First $100 Million.......................... 1.00% 1.00% 1.00% 0.75%
$100 to $250 Million........................ 0.90% 0.90% 0.90% 0.70%
$250 to $500 Million........................ 0.80% 0.80% 0.85% 0.65%
$500 to $1 Billion.......................... 0.70% 0.70% 0.85% 0.65%
Over $1 Billion............................. 0.65% 0.65% 0.85% 0.65%
9
(2) The Manager's fee for the Select Value Opportunity Fund and Select Growth
Fund, computed daily at an annual rate based on the average daily net
assets of the Fund, is based on the following schedule:
Select
Value Select
Opportunity Growth
Assets Fund Fund
------ ------------ -------
First $100 Million........... 1.00% 0.85%
Next $150 Million............ 0.85% 0.85%
Next $250 Million............ 0.80% 0.80%
Next $250 Million............ 0.75% 0.75%
Over $750 Million............ 0.70% 0.70%
(3) The Manager's fee for the Core Equity Fund, computed daily at an annual
rate based on the average daily net assets of the Fund, is based on the
following schedule:
Core
Equity
Assets Fund
------ ------
First $250 Million............... 0.60%
Next $250 Million................ 0.55%
Next $250 Million................ 0.50%
Over $750 Million................ 0.45%
(4) The Manager's fee for the Equity Index Fund, computed daily at an annual
rate based on the average daily net assets of the Fund, are based on the
following schedule:
Equity
Index
Assets Fund
------ -----
First $50 Million................ 0.35%
Next $200 Million................ 0.30%
Over $250 Million................ 0.25%
(5) The Manager's fee for the Investment Grade Income Fund, computed daily at
an annual rate based on the average daily net assets of the Fund, are based
on the following schedule:
Select
Select Investment
Strategic Grade
Assets Income Fund Income Fund
------ ------------- -------------
First $50 Million............ 0.60% 0.50%
Next $50 Million............. 0.55% 0.45%
Over $100 Million............ 0.45% 0.40%
10
(6) The Manager's fee for the Money Market Fund, computed daily at an annual
rate based on the average daily net assets of the Fund, are based on the
following schedule:
Money
Market
Assets Fund
------ ------
First $100 Million................. 0.35%
Next $400 Million.................. 0.30%
Next $250 Million.................. 0.25%
Over $750 Million.................. 0.20%
11
EXHIBIT A
FORM OF
SUB-ADVISER AGREEMENT
SUB-ADVISER AGREEMENT executed as of ________________,1998 between Allmerica
Financial Investment Management Services, Inc. (the "Manager") and
__________________________________ (the "Sub-Adviser").
Witnesseth:
That in consideration of the mutual covenants herein contained, it is agreed as
follows:
1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE TRUST
(a) Subject always to the control of the Trustees of Allmerica Investment
Trust (the "Trust"), a Massachusetts business trust, the Sub-Adviser,
at its expense, will furnish continuously an investment program for
the following series of shares of the Trust: the
_______________________________ (the "Fund") and such other series of
shares as the Trust, the Manager and the Sub-Adviser may from time to
time agree on (together, the "Funds"). The Sub-Adviser will make
investment decisions on behalf of the Fund and place all orders for
the purchase and sale of portfolio securities. In the performance of
its duties, the Sub-Adviser will comply with the provisions of the
Agreement and Declaration of Trust and Bylaws of the Trust and the
objectives and policies of the Fund, as set forth in the current
Registration Statement of the Trust filed with the Securities and
Exchange Commission ("SEC") and any applicable federal and state laws,
and will comply with other policies which the Trustees of the Trust
(the "Trustees") or the Manager, as the case may be, may from time to
time determine and which are furnished to the Sub-Adviser. The Sub-
Adviser shall make its officers and employees available to the Manager
from time to time at reasonable times to review investment policies of
the Fund and to consult with the Manager regarding the investment
affairs of the Fund. In the performance of its duties hereunder, the
Sub-Adviser is and shall be an independent contractor and, unless
otherwise expressly provided or authorized, shall have no authority to
act for or represent the Trust in any way or otherwise be deemed to be
an agent of the Trust.
(b) The Sub-Adviser, at its expense, will furnish (i) all investment and
management facilities, including salaries of personnel necessary for
it to perform the duties set forth in this Agreement, and (ii)
administrative facilities, including clerical personnel and equipment
necessary for the conduct of the investment affairs of the Fund
(excluding brokerage expenses and pricing and bookkeeping services).
12
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio investments for the Fund with issuers, brokers or dealers
selected by the Sub-Adviser which may include brokers or dealers
affiliated with the Sub-Adviser. In the selection of such brokers or
dealers and the placing of such orders, the Sub-Adviser always shall
seek best execution (except to the extent permitted by the next
sentence hereof), which is to place portfolio transactions where the
Fund can obtain the most favorable combination of price and execution
services in particular transactions or provided on a continuing basis
by a broker or dealer, and to deal directly with a principal market
maker in connection with over-the-counter transactions, except when it
is believed that best execution is obtainable elsewhere. Subject to
such policies as the Trustees may determine, the Sub-Adviser shall not
be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its having
caused the Trust to pay a broker or dealer that provides brokerage and
research services an amount of commission for effecting a portfolio
investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if
the Sub-Adviser determines in good faith that such excess amount of
commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the overall
responsibilities of the Sub-Adviser and its affiliates with respect to
the Trust and to other clients of the Sub-Adviser as to which Sub-
Adviser or any affiliate of the Sub-Adviser exercises investment
discretion.
2. OTHER AGREEMENTS
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a shareholder, partner, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any
person controlled by or under common control with the Sub-Adviser, and that
the Sub-Adviser and any person controlled by or under common control with
the Sub-Adviser may have an interest in the Trust. It is also understood
that the Sub-Adviser and persons controlled by or under common control with
the Sub-Adviser have and may have advisory, management service or other
contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER
The Manager will pay to the Sub-Adviser as compensation for the Sub-
Adviser's services rendered a fee, determined as described in Schedule A
which is attached hereto and made a part hereof. Such fee shall be paid by
the Manager and not by the Trust.
4. AMENDMENTS OF THIS AGREEMENT
This Agreement (including Schedule A attached hereto) shall not be
amended as to any Fund unless such amendment is approved at a meeting by
the affirmative vote of a majority of the outstanding voting securities of
the Fund, if such approval is required under the
13
Investment Company Act of 1940, as amended ("1940 Act"), and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees who are not interested persons of
the Trust or of the Manager or of the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT
This Agreement shall be effective as of the date executed, and shall
remain in full force and effect as to each Fund continuously thereafter,
until terminated as provided below:
(a) Unless terminated as herein provided, this Agreement shall remain in
full force and effect through _______________ and shall continue in
full force and effect for successive periods of one year thereafter,
but only so long as such continuance is specifically approved at least
annually (i) by the Trustees or by the affirmative vote of a majority
of the outstanding voting securities of the Fund, and (ii) by a vote
of a majority of the Trustees who are not interested persons of the
Trust or of the Manager or of any Sub-Adviser, by vote cast in person
at a meeting called for the purpose of voting on such approval;
provided, however, that if the continuance of this Agreement is
submitted to the shareholders of the Fund for their approval and such
shareholders fail to approve such continuance of this Agreement as
provided herein, the Sub-Adviser may continue to serve hereunder in a
manner consistent with the 1940 Act and the rules and regulations
thereunder.
(b) This Agreement may be terminated as to any Fund without the payment of
any penalty by the Manager, subject to the approval of the Trustees,
by vote of the Trustees, or by vote of a majority of the outstanding
voting securities of such Fund at any annual or special meeting or by
the Sub-Adviser, in each case on sixty days' written notice.
(c) This Agreement shall terminate automatically, without the payment of
any penalty, in the event of its assignment or in the event that the
Management Agreement with the Manager shall have terminated for any
reason.
(d) In the event of termination of this Agreement, the Fund will no longer
use the name "______________" or "_________________" in materials
relating to the Fund except as may be required by the 1940 Act and the
rules and regulations thereunder.
6. CERTAIN DEFINITIONS
For the purposes of this Agreement, the ''affirmative vote of a majority
of the outstanding voting securities" means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more
of the shares of the Fund present (in person or by proxy) and entitled to
vote at such meeting, if the holders of more than 50% of the outstanding
shares of the Fund entitled to vote at such meeting are present in person
or by proxy, or (b) of the holders of more than 50% of the outstanding
shares of the Fund entitled to vote at such meeting, whichever is less.
14
For the purposes of this Agreement, the terms "control", "interested
person" and "assignment" shall have their respective meanings defined in
the 1940 Act and rules and regulations thereunder, subject, however, to
such exemptions as may be granted by the SEC under said Act; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the 1940 Act and the rules and regulations thereunder; and
the term "brokerage and research services" shall have the meaning given in
the Securities Exchange Act of 1934 and the rules and regulations
thereunder.
7. NON-LIABILITY OF SUB-ADVISER
The Sub-Adviser shall be under no liability to the Trust, the Manager or
the Trust' s Shareholders or creditors for any matter or thing in
connection with the performance of any of the Sub-Adviser's services
hereunder or for any losses sustained or that may be sustained in the
purchase, sale or retention of any investment for the Funds of the Trust
made by it in good faith; provided, however, that nothing herein contained
shall be construed to protect the Sub-Adviser against any liability to the
Trust by reason of the Sub-Adviser's own willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties hereunder.
8. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
A copy of the Trust's Agreement and Declaration of Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed by the Trustees as Trustees and not
individually and that the obligations of this instrument are not binding
upon any of the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the appropriate Fund.
15
IN WITNESS WHEREOF, ALLMERICA FINANCIAL INVESTMENT MANAGEMENT SERVICES, INC. has
caused this instrument to be signed in duplicate on its behalf by its duly
authorized representative and ___________________________ has caused this
instrument to be signed in duplicate on its behalf by its duly authorized
representative, all as of the day and year first above written.
ALLMERICA FINANCIAL INVESTMENT
MANAGEMENT SERVICES, INC.
By:______________________________________
Its:_____________________________________
(NAME OF SUB-ADVISER)
By:______________________________________
Its:_____________________________________
Accepted and Agreed to as of the day and year first above written:
ALLMERICA INVESTMENT TRUST
By: ______________________________________
Its: ______________________________________
16
SCHEDULE A
----------
The Manager will pay to the Sub-Adviser as full compensation for the Sub-
Adviser's services rendered, a fee computed daily and paid quarterly at an
annual rate of the average daily net assets of the Fund as described below:
NET ASSETS FEE RATE
---------- --------
The average daily net assets of the Fund shall be determined by taking an
average of all of the determinations of net asset during each month at the close
of business on each business day during such month while this Agreement is in
effect.
The fee for each quarter shall be payable within ten (10) business days
after the end of the quarter.
If the Sub-Adviser shall serve for any period less than a full month, the
foregoing compensation shall be prorated according to the proportion which such
period bears to a full month.
17
